Vesuvius plc Annual Report 2014

Transcription

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www.vesuvius.com
Vesuvius plc Annual report and accounts 2014
Vesuvius plc
165 Fleet Street
London ec4a 2ae
VESUVIUS: black 85%
PLC: black 60%
Annual report and accounts 2014
VESUVIUS: black 85%
PLC: black 60%
VESUVIUS: white
PLC: black 20%
VESUVIUS: white
PLC: black 20%
Introduction to Vesuvius
Vesuvius is a global leader in molten metal flow engineering,
principally serving the steel and foundry industries.
We develop innovative and customised solutions, often
used in extremely demanding industrial environments,
which enable our customers to improve their
manufacturing processes, enhance product quality
and reduce energy consumption.
Our ultimate goal is to create value for our customers in
order to deliver sustainable, profitable growth and provide
our shareholders with a superior return on their investment,
whilst providing each of our employees with a safe
workplace where he or she is recognised, developed
and properly rewarded.
Strategic reporting:
See Strategy on p10-23
See KPIs on p32 and 33
See Business model on p10 and 11
See Risk management on p22 and 23
Find out more about Vesuvius at www.vesuvius.com
Forward-looking statements This Annual Report contains certain forward-looking statements with
respect to the operations, strategy, performance, financial condition, and growth opportunities of the
Vesuvius Group. By their nature, these statements involve uncertainty and are based on assumptions and
involve risks, uncertainties and other factors that could cause actual results and developments to differ
materially from those anticipated. The forward-looking statements reflect knowledge and information
available at the date of preparation of this Annual Report and, other than in accordance with its legal
and regulatory obligations, the Company undertakes no obligation to update these forward-looking
statements. Nothing in this Annual Report should be construed as a profit forecast.
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Vesuvius plc / Annual report and accounts 2014
01
Highlights of 2014
Contents
Strategic report
02 Chairman’s statement
Our Business
06
10
12
22
Trading profit of £142.8m, up 2% on a reported basis,
and up 11.6% on an underlying basis(1) (2013: £140.0m)
(2)
Vesuvius at a glance
Our business model
Chief Executive’s strategic overview
Risk management
OUR BUSINESS
Revenue of £1,444m down 4.4%, up 3.5% on
an underlying basis(1) (2013: £1,511m)
Return on sales(2) improved by 62 basis points to 9.9%
(2013: 9.3%); 71 basis points improvement on an
underlying basis(1)
26
32
34
39
Recommended final dividend of 11.125 pence per share,
Group full year dividend of 16.125 pence (2013: 15.0 pence)
Financial review
Key performance indicators
Operating review: Steel division
Operating review: Foundry division
Our performance
Our Performance
Headline earnings per share(3) of 33.4 pence, up 4.7%
(2013: 31.9 pence)
Year-end net debt(2) of £268.3m, with net debt to
EBITDA ratio of 1.48x
Revenue £m
2014
Trading profit £m
1,444
2014
142.8
2013
1,511
2013
140.0
2012
1,548
2012
131.3
Headline earnings £m
EBITDA £m
181.3
2014
90.3
179.3
2013
87.7
2012
174.4
2012
75.0
Free cash flow £m
Headline EPS pence
2014
33.4
2013
31.9
27.0
2014
59.2
2013
2012
94.9
54.2
1.Underlying basis is at constant currency and excludes separately reported items and the
impact of acquisitions and disposals.
3. Headline results refer to continuing operations and exclude separately reported items.
56
58
60
61
67
73
75
76
86
94
97
Board of Directors
Group Executive Committee
Chairman’s governance letter
Governance report
Audit Committee
Nomination Committee
Remuneration overview
Annual Directors’ remuneration report
Remuneration Policy
Directors’ report
Statement of Directors’ responsibilities
Financial Statements
100 Independent auditor’s report
103 Group income statement
104 Group statement of comprehensive income
105 Group statement of cash flows
106 Group balance sheet
107 Group statement of changes in equity
108Notes to the consolidated financial
statements
148 Company balance sheet
149Notes to the Company financial statements
154 Five-year summary: Divisional results
154 Shareholder information
156 Glossary
FINANCIAL STATEMENTS
2.For definitions of non-GAAP financial measures, refer to Note 4 of the Consolidated
Financial Statements.
Governance
GOVERNANCE
2014
2013
2012
44 Corporate Responsibility
46Safety
49Sustainability
52 Human Resources
OUR RESPONSIBILITY
Our Responsibility
02
Vesuvius plc / Annual Report and Accounts 2014
Chairman’s statement
Strategic focus
I am pleased to report that during 2014
your Company has continued to make very
encouraging progress both in its financial
performance and its strategic positioning.
Your Board has adopted a clearly defined
strategy for profitable growth and has already
delivered substantially against that strategy.
“In 2014, the Company made good
progress on all five of its strategic
priorities, whilst maintaining
its ultimate focus on creating
sustainable value for shareholders.”
John McDonough CBE Chairman
In 2013, the structure of the Company was
successfully transformed, exiting non-core
businesses in order to create a fully focused
molten metal engineering company, with
global leadership positions in its chosen
markets, providing technologically advanced
products and services that are critical to its
customers’ efficiency and profitability.
Having done so, the priority for the
management in 2014 was to execute on
the five stated strategic priorities:
• Reinforcing our technology leadership
See Governance on p56-97:
Chairman’s governance letter on p60
Board effectiveness on p63
Board accountability on p65
Audit Committee report on p67
Nomination Committee report on p73
Remuneration Committee report on p75
• Enlarging our addressable markets through
increased penetration of existing and new
value-creating solutions
• Leveraging our strong positions in
developing markets to capture the growth
opportunities that they represent
• Improving our cost leadership and our
margins
• Building an increasingly comprehensive
technical services offering.
Good progress was made on all five of these
priorities. In particular, the business was
strengthened in China, which remains a
strategically important growth market for us
in the long term, and two further technical
services acquisitions in the US and Brazil
were completed in August and October
respectively. Details of how management
continued to deliver against all of these
strategic priorities are set out later in this
Strategic report.
The Board as a whole is very clear that the
Company’s ultimate focus must be on
creating sustainable value for shareholders,
and we are prepared to explore all options
that we believe can help achieve this. This has
been demonstrated in recent months and this
open-minded approach will continue to be
central to the way in which the Board sets the
future strategic direction of the Company.
Performance and dividend
In 2014 the Company focused on exploiting
its market opportunities to the full, whilst
exercising firm financial and capital discipline.
This resulted in a solid performance in 2014,
despite mixed trading conditions in endmarkets and the unpredictable economic
and geopolitical outlook globally. Profit
performance and margins have improved
again, cash generation has remained strong,
and the Company’s balance sheet is robust.
Vesuvius is a well-invested and inherently
cash generative business. Its dividend
policy aims to deliver long-term dividend
growth, provided that this is supported
by underlying earnings, cash flows,
capital expenditure requirements and the
prevailing market outlook. The Board has
therefore recommended a final dividend of
11.125 pence per share for the year ended
31 December 2014 (2013: 10.25 pence). This
would result in a total dividend for the year
of 16.125 pence per share (2013: 15 pence),
an increase of 7.5%. If approved at the
Annual General Meeting, the final dividend
will be paid on 22 May 2015 to shareholders
on the register at 10 April 2015.
03
During the course of the year, your Board has
continued to build an increasingly detailed
understanding of Vesuvius, its people, its
markets and the opportunities and challenges
it faces. This is vital if we are properly to
discharge our responsibility for setting the
strategic direction of the Company, and for
ensuring that the appropriate culture is
embedded throughout the organisation
to deliver that strategy.
To that end, during the year the Board
conducted visits to the existing Vesuvius R&D
and manufacturing facilities in Cleveland
and Pittsburgh, together with the building
acquired for the new R&D laboratory. The
Board visited customers of the Foundry
business, and conducted management
meetings with both the Flow Control and
Foundry groups in NAFTA. In March,
I personally visited the Company’s Advanced
Refractories and Flow Control facilities in
China and, in September, the Steel and
Foundry operations in India.
The Board firmly believes that strong
corporate governance is central to the delivery
of sustainable long-term shareholder value.
The Company continues to operate under a
robust governance structure which complies
with the UK Corporate Governance Code,
and develops governance arrangements to
comply with best practice.
The Board also believes that thorough and
structured long-term succession planning is
an important element of that governance.
With that in mind, in June a dedicated
strategy day was held where, amongst other
things, a review of Executive Director and
senior management succession planning
was conducted. In November, we undertook
an externally facilitated Board evaluation,
which built on the themes identified from
the evaluation undertaken in 2013. The very
positive results of this evaluation are set out
in the Governance report on page 64.
As a result of these initiatives, I can state with
confidence that yours is a knowledgeable,
cohesive and well-diversified Board with an
appropriate mix of skills and experience and
a clear understanding of its responsibilities
both to the Company and to shareholders.
Having created a substantially new Board at
the time of the demerger in late 2012, there
were no further changes to its composition
during 2014. Jeff Hewitt, however, is to stand
down at the forthcoming Annual General
Meeting. Jeff has been a Non-executive
Director of the Company and its predecessor,
Cookson Group plc, for nine years, has been
Chairman of the Audit Committee, and has
served as the Senior Independent Director for
the past two years. On behalf of the Board,
I would like to thank him for his outstanding
service over that period of time.
The Board has today announced the
appointment of two new Non-executive
Directors, who will join the Board on 2 April
2015. Douglas Hurt has been Finance Director
of IMI plc, the global engineering group, since
2006 and is also a Non-executive Director
of Tate & Lyle PLC. Hock Goh’s experience
of working in China, and from his years at
Schlumberger, will be particularly valuable
as we continue to develop our businesses in
China and in Technical Services. Douglas Hurt
will succeed Jeff Hewitt as Audit Committee
Chairman and Senior Independent Director
following the 2015 AGM.
Details of the composition, responsibilities
and operation of the Board, and the current
Directors’ biographies, are set out in the
Governance report starting on page 56.
Biographical information for Douglas Hurt
and Hock Goh will be included in the Notice
of Meeting for the forthcoming AGM.
The Company’s Code of Conduct which
clearly sets out the culture, values and
behaviour that the Board expects from all
our people is discussed further on pages 44
and 45, and is available in full on the
Company’s website www.vesuvius.com.
Our people
We ask a lot of our people – as do our
customers – and I continue to admire their
talent, their commitment and their ambition
to deliver over and above what is expected of
them. This professionalism, across the Group,
is the single most significant contributor to
the Company’s success and, on behalf of my
Board colleagues, I thank them all.
In return, the Board recognises fully that the
health and safety of our people, and the
creation of opportunities for them to develop
and use their talents, is key to the sustainable
long-term success of your Company. The
sections on Safety and on Human Resources
within the Strategic Report set out how this
commitment is put into action.
Annual General Meeting
The Company’s Annual General Meeting will
be held at The Lincoln Centre, 18 Lincoln’s Inn
Fields, London at 11.00 am on 14 May 2015.
The Notice of Meeting and explanatory
notes accompany this Annual Report and are
available on our website. My Board colleagues
and I look forward to meeting as many
shareholders as possible at that time.
In the meantime, on behalf of the Board,
I thank all shareholders for their continued
support of Vesuvius, and look forward to
reporting on further positive progress in the
months and years ahead.
John McDonough CBE, Chairman
3 March 2015
OUR BUSINESS
Board and governance
04
Section One: Our Business
05
Our Business
OUR BUSINESS
1
Section One
In this section
06 Vesuvius at a glance
10 Our business model
12 Chief Executive’s strategic overview
22 Risk management
The Strategic Report set out on pages 02 to 53 contains a fair review of our
businesses, strategy, and business model and the associated principal risks
and uncertainties. We also deliver a review of our 2014 performance and set
out an overview of our markets. Details of our people, values and approach
to Corporate Responsibility are also contained in the report. This section
shows how we are well-positioned to grow and to deliver superior returns
to shareholders.
François Wanecq
Chief Executive
Chris O’Shea
Chief Financial Officer
06
Vesuvius at a glance
Americas
Worldwide presence
We are a global Group with a
business model based on offering
production and services in close
proximity to our customers.
Production
sites
Employees
See Our business model on p10 and 11
38
11,792
6
84
Sales offices
65
16
Countries
Continents
Production sites
Employees
R&D centres
Key to map
Production and Sales sites
Foundry
R&D centres
23%
Americas
Revenue
£454.m
2013: £481.3m
Steel
77%
16
3,737
R&D
centres
Sales
offices
5
18
07
Production
sites
Employees
29
4,754
Asia-Pacific
R&D
centres
Sales
offices
9
36
Production
sites
Employees
20
3,301
R&D
centres
Sales
offices
OUR BUSINESS
EMEA
2
30
Foundry
41%
Asia-Pacific
Revenue
Steel
EMEA
Revenue
£638.8m
2013: £672.3m
66%
Steel
34%
Foundry
59%
£351.6m
2013: £356.9m
08
Vesuvius at a glance continued
Steel division
Steel division The continuous casting of steel
is a highly demanding process that is critically
dependent upon consistent product quality and
optimised production. Vesuvius provides systems,
products and services that allow steel mills to
control the flow of molten metal in the continuous
casting process. Our products protect the steel
from oxidation and chemical contamination,
increasing efficiency and productivity, enhancing
quality, reducing the environmental footprint and
improving the safety of the casting process.
Revenue
£981.4m
See Steel division review on p34-38
Advanced Refractories include specialist
refractory materials for lining steelmaking vessels
such as blast furnaces, ladles and tundishes.
These are in the form of powder mixes, which are
spray-applied or cast onto the vessel to be lined
(“monolithics“) and refractory shapes (e.g. bricks,
pads and dams). Vesuvius is one of the world’s
largest manufacturers of monolithic refractory
linings for vessels subject to extreme temperatures,
corrosion and abrasion. Key success factors in the
Advanced Refractories product line are installation
technologies, products adapted to fit customers’
processes, and effective and efficient logistics
services. These factors are successfully combined
with Vesuvius’ R&D centres, its knowledge of
customers’ processes and its project management
capability to deliver market-leading solutions to
our customers.
Steel Flow Control supplies products used to
channel and control the flow of molten steel from
ladle to tundish and from tundish to mould; slide
gate refractories for furnaces ladles and tundishes;
slide gate systems; temperature measurement and
slag level detection systems; tundish and mould
fluxes; and control devices to monitor and regulate
steel flow into the mould. These products have
been designed to resist extreme thermomechanical
stress and corrosive environments. The majority of
these products are consumed during the process
of making steel and, consequently, demand is
primarily linked to steel production volumes.
CMYK
Grey : 0 / 0 / 0 /85
Red : 0 / 100 / 96 / 0
Vesuvius flow control products
Vesuvius advanced refractories
products
Ladle, tundish
and mould
3
In a typical steel manufacturing plant
Ladle
Converter and
refining ladles
Continuing innovation allows us to offer
enriched solutions that create additional value
in our customers’ processes, leading to a
sales progression regularly ahead of steel
production volumes.
Ladle
linings
2
Ladle
bottoms
Linings
and
bricks
Well
nozzle
Robotic
arm
Ladle slide gate/
tube changer
Purge
plug
Stopper
& rigging
Tundish
flux
Temperature
measurement
Ladle
shroud
Blast furnace
Weir
Tundish
1
Gas
diffuser
Tundish tube
changer
1
Linings
Dam
Mould
flux
Submerged
entry shroud
Mould
level
control
Robotic
arm
Tap hole
clay
Impact pad
(Turbostop®)
Mould
Mould
Iron ore
Limestone
Iron
trough
Stack
repair
Coal
Coke
4 Steel slab or bloom
Scrap
ready for sale
2
Torpedo ladle transports
molten iron from blast
furnace to steel works
Convertor
Refining
ladle
3
Continuous
casting
09
Revenue
£463.0m
See Foundry division review on p39-41
Vesuvius’ Foundry division trading as Foseco,
is a world leader in the supply of consumable
products, solutions and associated services related
to the foundry industry. The foundry process is
highly sequential and, similar to the continuous
casting of steel, is critically dependent on
consistency of product quality and productivity
optimisation. The Foundry division’s solutions and
advanced computer simulation techniques allow
foundries to reduce defects and hence reduce
labour-intensive fettling and machining, minimise
metal usage requirements, influence the metal
solidification process and automate moulding
and casting, thus reducing cost, energy usage
and mould size.
The conditioning of molten metal, the nature of
the mould used and, especially, the design of the
way metal flows into the mould are key parameters
in a foundry, determining both the quality of the
finished castings and the labour, energy and
metal usage efficiency of the foundry. Vesuvius’
products and associated services to foundries
improve these parameters.
CMYK
Grey : 0 / 0 / 0 /85
Red : 0 / 100 / 96 / 0
Vesuvius foundry products
Cope
Feeder positioned
within mould
In a typical iron casting plant
Metal treatment
INOCULIN*
MSI UNIT TM
NUCLEANT*
NODULANT*
Furnace
Feeders
FEEDEX*
KALMINEX*
KALMIN*
KALPUR*
Core production
POLITEC*
Ladle
Melt shop
refractories
KALTEK*
VAPEX*
CRITERION*
KELLUDINITE*
1 Mould
1 Mould detail
exploded diagram
1 Mould section
Drag
Cope
Feeder
Core
Drag
Filter
* Trademark(s) of Vesuvius plc registered in certain countries
Coatings
RHEOTEC*
TENOTM
HOLCOTE*
ISOMOL*
Sand binders
POLITEC*
ECOLOTEC*
FENOTEC*
POLISET TM
ESHANOL*
Filtration
SEDEX*
SIVEX*
STELEX*
RODEXTM
Frame technology
Innovation in mould
preparation
OUR BUSINESS
Foundry division
10
Our business model
We operate a profitable, flexible,
cash generative and growthbuilding business model. Over
many years we have built the
brand equity of our Vesuvius and
Foseco products through reliability,
technology and service.
The foundation of our business
model is our global presence. Our
industry experts are embedded at
many customer locations and are
therefore ideally placed to identify
potential service and process
improvements in collaboration
with customers.
Global presence
Optimised manufacturing footprint
Vesuvius is present on six continents,
supporting the development of global steel
and foundry manufacturing processes with
new technologies. We have manufacturing
capability in all the main steel and foundry
markets and hire and train local engineers,
who are progressively integrated within the
Vesuvius network of experts, and offered
international careers. Local manufacturing,
local expertise, and leveraging a global
knowledge of our customers’ processes
give Vesuvius a special relationship with
our customers, helping them optimise their
process and product performance. All over
the world, new plants use Vesuvius and
Foseco products to create the best conditions
for success.
Our successfully tested products can be
manufactured at a short distance from
our customers’ plants, guaranteeing cost
competitive and time efficient delivery. We
optimise our cost competitiveness by investing
in the lowest cost production site in the area
and have established manufacturing facilities
in emerging markets from the beginning of
their industrialisation. This, together with the
high volume of pieces we are able to produce,
provides our customers with the best balance
between value, cost and service for our high
technology solutions.
Advanced technology knowledge
Our continuing investment in the Company’s
Research & Development centres is reflected
in all areas of our offering. We have
knowledge of the most advanced ceramic
and metallurgical techniques using state-ofthe-art equipment and the most advanced
technologies of flow simulation and finite
element analysis. We are therefore able to
provide our customers with sophisticated,
innovative, custom-designed solutions,
with the highest level of confidence in their
suitability, creating value, and helping them
differentiate from their competition.
Service and consistency
Alongside developing our global presence,
we ensure a local service to our customers,
from inventory management to high quality
technical support at their sites and the ability
to swiftly modify production and supply to
reflect changes in customer requirements.
Our knowledge of end-market processes,
specifications and techniques around the
world gives our experts an unparalleled ability
to support our customers. This unique level of
service relies on our technicians’ permanent
presence at our customers’ sites, and their
ability to leverage worldwide expertise
accumulated across the Vesuvius network.
Advantages of our business model
• Resilient to end-market volatility due to flexibility of diversified manufacturing footprint
and adjustable variable cost base
• Profitable, as it allows value pricing for bespoke products and services
• Generates growth, as we can enlarge our market with additional innovative products
and solutions.
11
Serving our customers reliably, competitively and
consistently with consumables critical for their
manufacturing processes
Using our global spread of expertise to identify
and create market opportunities
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Global presence
ng
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PhD
Optimised Manufacturing footprint
Advanced technology knowledge
Industrialised, low cost, dispersed, lean
manufacturing, close to customers provides
reliable, “just-in-time” products
Our technology centres develop value-adding
solutions involving engineered systems and
high value consumables
OUR BUSINESS
Service and consistency
12
Chief Executive’s strategic overview
Introduction
In 2014 Vesuvius continued to progress in
line with its objectives and strategy. We have
restored our margins despite a mixed market
environment, built on our strong base in Asia,
invested in new Research & Development
centres and proceeded with acquisitions to
build our new offering in Technical Services
for the steel and foundry industries.
“During 2014 we delivered further
margin improvement, underlying
revenue growth substantially ahead
of our end markets, and completed
the first acquisitions in pursuit of
our strategy to build a substantial
technical services business.”
François Wanecq Chief Executive
Revenue
Trading profit
£1.444bn £142.8m
With the ongoing development of innovative
solutions that create value for our customers,
we are confident that we will continue to
grow and deliver increasing value to our
shareholders.
Performance overview
Vesuvius reported global sales in 2014 of
£1,444m, down 4.4% on 2013 due to the
significant strengthening of sterling against
most of our major trading currencies (2013:
£1,511m) and the effects of disposals in 2013.
At constant exchange rates and adjusted
for the effects of acquisitions and disposals,
underlying revenue was ahead of 2013
by 3.5%, and, significantly, ahead of the
underlying growth in our markets. Similarly,
reported headline trading profit in 2014 was
£142.8m (2013: £140m), an increase of 11.6%
over the previous year on an underlying basis.
Our revenue expansion was helped by the
acquisitions we completed in the second half
of 2014, as we implemented our strategy to
build a Technical Services offering for the steel
and foundry industries. The two acquisitions
contributed an aggregate £3.6m of sales and
£0.5m of trading profit in 2014.
Read more about Our performance on p26-41
Our markets
Aggregate world steel production increased
by 1.1% in 2014. Contrary to the trend of the
last decade, growth in China was lower than
in the rest of the world, at 0.9%. Production
in the European Union countries recovered
somewhat, increasing 1.8%, along with
North America, up 2.0%. South Korea
and Middle Eastern countries showed the
highest growth.
The foundry market environment was
mixed. The continued decline of metal and
commodities prices resulted in a slowdown
in the mining industry, which negatively
impacted the activity of the steel foundries in
South Africa, Australia, Indonesia and North
America. Conversely, the car industry enjoyed
a good recovery in Europe after a very poor
year in 2013, and experienced a record
year in NAFTA. The truck market remained
disappointing globally.
Value creating solutions
Improved uptime, productivity
and energy consumption in
aluminium melting
Average increase
in refractory life
50%
Average CO2
reduction*
1,932kg
*Over seven-year lifespan of panels
Average energy
saving*
3.9MWh
The challenge
A team from our Advanced
Refractories division was asked to
improve aluminium furnace uptime
and productivity at a high output
production facility in the US.
A critical target for the project was
to reduce the energy consumed
in delivering the operational
requirement of holding the
aluminium alloy at 700ºC for
24 hours a day, 365 days a year.
Our solution
Using a novel installation and
application technology, our
technicians were able to recommend
changes to the existing furnace
design and refractory system.
By incorporating products from
the Alugard† suite of monolithic
refractories, the customer’s
aluminium team was able to
increase refractory performance
and change their scheduled
maintenance practices.
13
Read more about our market in our
Operating Reviews on p34-41
Our strategy
The strategy we developed since launching
Vesuvius on the market is articulated around
five pillars designed to ensure long-term
revenue growth, improved profitability and
sustained cash generation.
Reinforce our technology leadership
Vesuvius was built and grew on technology
breakthroughs that enabled the steel
continuous casting and foundry industries
to substantially improve their efficiency.
Our technology leadership drives our unique
value proposition and underpins our ability
to deliver this value enhancement to our
customers. In terms of percentage of revenue,
we invest twice as much in R&D as our
main competitors.
The benefits
Use of Alugard† insulating panels in a
600 kg aluminium furnace has been
shown to save up to 1,932 kg CO2
and 3.9 MWh over the seven-year
lifetime of the panels. Additionally,
our fully engineered custom designed
solution significantly enhanced
secondary aluminium operations.
Specifically our services resulted in an
increase of 50% in refractory life in
the most erosive area of the furnace,
with associated improvements in the
productivity of the melting furnace,
and reduction in the frequency
of planned furnace outages for
refractory repairs.
† Trademark(s) of Vesuvius plc registered in
certain countries.
Increase penetration of value-creating
solutions Our technology has been widely
adopted by the most sophisticated producers
in the most developed markets. However,
there are still substantial differences in the
penetration of our solutions within the
industry and consequently there is a wider
audience of customers who we believe
can benefit from them. As steel producers
and foundry businesses grow in new areas,
they will require higher levels of quality and
performance, and we will dedicate our
technical marketing efforts to help these
customers develop. See case study below
Capture growth in developing markets
Building on our long lasting presence in all
markets, we can leverage the high growth
enjoyed by our customers’ industries in
the emerging countries, which are large
consumers of steel goods and foundry
castings. Consequently, a majority of our
investment is focused on capacity expansion
in these new territories in line with our
business model to produce at close proximity
to our customers’ sites.
Improve cost leadership and margins
Our supply chain efficiency is the assurance
that we deliver products and services to our
customers at the right price while maintaining
our margins. We apply the principles of
lean manufacturing across all our sites
to continuously improve our quality and
productivity. In addition, our global presence
and leadership allow us to benefit from a high
volume effect, and deliver excellent service
from local sites.
Build a technical services offering Our
customers’ processes require increasing
levels of engineering services to reach the
demanding levels of safety, accuracy and
consistency required by their end-customers’
quality specifications. Grounded in our deep
understanding of customer processes, we
are building a new activity within Vesuvius
to offer a comprehensive set of technical
services that will enhance process control
and monitoring at our customers’ sites,
thus improving quality and lowering total
production costs.
OUR BUSINESS
More generally, the engineering sector was
sluggish with industrial investment remaining
at a low level as a result of the general underutilisation of production capacity and the
slowdown of Chinese industrial growth.
14
Chief Executive’s strategic overview continued
Progress against our strategy
In 2014 we achieved considerable progress
in the implementation of our strategy with
the commissioning of a brand new plant
for Foundry products in Changshu (China),
the opening of a new global research centre
for Foundry in Enschede (Netherlands), the
commissioning of new capacity for Steel Flow
Control in the Czech Republic and Brazil, and
the ramp up of our new plant for Advanced
Refractories in the United Arab Emirates.
Moreover we have started to build our
Technical Services offering with the
acquisition of two companies focusing
on data capture for the steel and foundry
industries: ECIL Met Tec in Brazil and Process
Metrix in California, USA.
Progress against strategy
Technology partnership with
Hyundai to improve safety,
quality and productivity
Number of robotic tube
changes
2,000
Last year was also the first industrial
installation of our robotic tube-changing
system for continuous casting in Hyundai
Korea and the conclusion of additional
contracts for similar equipment elsewhere.
See case study right
You will see in the various case studies set
out in this Strategic report, clear examples of
how we deliver this strategy across markets,
geographies and business units.
The challenge
We have been working in partnership with
Hyundai Steel to achieve consistent operational
practices, improve final steel quality, and
enhance plant safety by removing the need
for steel plant operational personnel in the
exposed areas of the caster and ladle platform.
Our solution
Vesuvius introduced the latest generation of
tube changers (the SEM3085™), and a fully
automated robotic system to manage refractory
tube insertion and removal during the casting
process. The success of this project has led
Hyundai to entrust Vesuvius with three new
ladle platform projects that incorporate
robotic solutions.
The benefits
An improved sealing between ladle and tundish
reduces nitrogen pickup and limits the delay to
less than 15 seconds in cases where an oxygen
lancing operation is required to open the ladle.
Similar installations are now also scheduled
for customers in Europe, North America and
South Africa. Such competitive advantage is
being steadily enhanced through the strategic
acquisition of companies with complementary
product ranges, particularly in the areas of
sensors, instrumentation and automation,
as well as R&D that expands Vesuvius’
capabilities through product development
and multi-technology offerings.
15
Steel Flow Control The Steel Flow Control
product line performed well in 2014 despite
sluggish end-market conditions. Aggregate
world steel production grew by 1.1%,
nearly half the growth rate of the previous
year. This was partly due to a significant
slowdown in Chinese growth to below the
levels experienced across the rest of the
world. Indeed this may be a signal of some
acceleration in the ongoing transformation
of the Chinese economy from an investment
driven growth economy towards one that is
consumer driven. Such transformation will
induce a shift in steel quality demand, from
the less sophisticated long products used for
construction towards the high quality flat
products used in consumer goods and the car
industry. This flat steel segment is the largest
customer for our high technology products
and solutions and this development should
support a growing demand for our Steel
Flow Control products and our developing
Technical Services offering. At the same
time the relative steadiness of the developed
markets has contributed to our results due to
our very strong positions in these countries.
Overall, the value of sales from our Steel
Flow Control product line grew by 4.3% in
2014 on an underlying basis, substantially
out-performing the 1.1% increase in world
steel production tonnage. This includes
the successful progression of our recent
acquisition Metallurgica, which sells fluxes for
the continuous casting of steel, and which
during 2014 improved its market penetration
and profitability.
Read more about Steel Flow Control on p35-37
Advanced Refractories Advanced
Refractories has been focusing on the
recovery of its margin rate by concentrating
its product range on a smaller number of
products and solutions that offer a real value
difference to our customers. After the sale
of our non-core lower margin Canadian
construction and German brick businesses
in 2013, the perimeter of activity is now
focused on core products. Nevertheless,
even after correction for the effect of
disposals, and foreign exchange translation
effects, Advanced Refractories sales
increased by 4.5% in 2014 compared to
2013. The particular emphasis given to the
higher margin lines such as precast, taphole
clay and Mag-Carbon bricks contributed to
the improvement of our Group margin rate
by 215 basis points on an underlying basis
in 2014.
ead more about Advanced Refractories
R
on p37-38
Foundry division Our Foundry division was
impacted by local political and economic
instability in countries where we traditionally
enjoyed good volumes and margins, such
as Ukraine, Thailand and Brazil. At the same
time, the decline of metal and commodity
prices reduced levels of investment in the
mining industry with negative consequences
for those of our customers active in this
segment. In addition, the start-up of our
new Chinese plant at Changshu took longer
than expected. As a consequence, our
overall sales and margins were affected.
Measures were taken during the year to
restore profitability in Brazil and Ukraine,
while in Thailand some of the effects of
the instability corrected themselves. During
the year, we dedicated significant effort to
enhancing technology development and
innovation in this division, coupled with the
appointment of new management.
ead more about our Foundry
R
division on p39-41
Innovation as our foundation
Vesuvius has a proud heritage of bringing
innovation to the markets we serve. Our
developments in VISO™ isostatic pressing
technology and in sliding gate systems were
key enablers of the continuous casting process
now deployed throughout the whole of the
steel industry. Our innovations in molten
metal filtration and casting feeding systems
have been used extensively to improve the
quality of cast product in the foundry market.
Maintaining that technology leadership is a
central objective of our strategy, and the spirit
of innovation is at the core of all our activities.
Turning innovation into results Innovation
is all about translating an idea into a
commercial reality. In 2014, we increased our
spending on R&D by 2.8% over the previous
year, on a constant currency basis to £26.1m,
representing 1.8% of sales. We currently
have over 160 patent families, and 1,750
patents granted worldwide, with 640 patent
applications pending. In 2014 we estimate
that 8% of our revenues came from products
launched within the past five years. This is our
first year analysing this revenue as an internal
innovation benchmark, and our goal is to
double this over the next five years.
Delivering solutions The innovation
process at Vesuvius begins with an intimate
knowledge of our customers’ processes
and needs. Vesuvius solutions and products
can greatly influence the quality of our
customers’ products and the efficiency of
their processes, and all our new products and
solutions are developed with value creation
for our customers in mind. We have more
than 200 technical experts supported by
local development teams on all continents to
ensure we meet our customers’ needs. These
local development laboratories play a lead role
in customising products for customers, and
qualifying new sources of key raw materials.
OUR BUSINESS
Our businesses
16
R&D spend in 2014
£26.1m
Global Research & Development centres
SiteCountry
Barlborough
UK
Bettsville
USA
Enschede
Netherlands
Feignies
France
Ghlin
Belgium
Pittsburgh
USA
Several of our local development laboratories
are equipped with facilities for physical
and computational fluid dynamics studies,
together with capabilities allowing our
experienced scientists and engineers to
analyse the complex interactions between
refractory materials and molten metals
existing in our customers’ operations.
These laboratories work hand-in-hand with
our global network of 16 research centres to
stay constantly updated with information on
the latest technological developments.
Next generation product development
Our 16 research centres focus on
development of the next generation of
products and technologies in partnership
with strategic customers and leading
universities. These laboratories are staffed
with scientists and engineers possessing
advanced degrees in various disciplines
and are equipped with highly specialised
equipment. See case study below
We regularly conduct customer seminars and
training sessions, to ensure that the full range
of Vesuvius products and solutions are known
and properly used.
New global innovation hub In December,
we opened our new Global Foundry R&D
Centre in Enschede, Netherlands. This facility
will play a central role in strengthening the
technology leadership position of our Foundry
business. The centre is equipped with the
latest technologies for process simulation and
modelling, advanced analytical capabilities,
and pilot scale foundry processes for iron,
steel, and aluminium processing. These
capabilities will bring the Foundry R&D
team closer to our customers, as we will be
better able to simulate their processes and
demonstrate the uniqueness of our products
and technologies. The laboratory in Enschede
will serve as the hub in a centre of excellence
model for R&D, coordinating the research and
development activities in our other Foundry
R&D centres located in Pittsburgh (USA),
Feignies (France), and Tamworth (UK).
Global centres of excellence In 2014, we
also acquired the site and completed the
design process for a state-of-the-art global
centre of excellence for steelmaking and
foundry refractories, located in Pittsburgh
(USA). We expect to relocate from the existing
Pittsburgh-based facility in 2016. We also
progressed on our planning for a global
centre of excellence of Advanced Refractories
in Visakhapatnam (Vizag),India.
Product innovation
The challenge
In order to control continuous casting
operations, it is essential to know
the temperature of the liquid steel
in the tundish at all times during the
sequence. The existing technology
is based on one-time use probes or
costly and fragile continuous devices.
Critical innovation
in temperature
measurement for
continuous casting
of steel
Average reduction
in cost*
>15%
Continuity of
temperature
measurement*
>99%
*versus Accumetrix® Platinum-Rhodium systems
Reliability
guarantee
Lifetime
Our solution
A recent development by Vesuvius
of the Accuoptix™ sensor integrates
a long-life optical detector, with
an advanced electronic interface,
to provide stable and accurate
temperature signals over time.
The optical detector replaces the
traditional expensive and fragile
Platinum-Rhodium thermocouples
used in the current generation
of continuous temperature
measurement systems.
17
Our new Global R&D centre in
Enschede, Netherlands
Equipped with the latest development of
technologies, this centre is fundamental to
maintaining our technology leadership.
Since demerger, we have initiated plans to
restore our margins towards their historic
highs. In this second year of implementation,
significant progress was made in reducing
operating costs and refocusing the business
towards high-margin, differentiated
offerings that create outstanding value for
our customers. Underlying Group trading
margin improved by 71 basis points in
2014 and by 179 basis points since 2012,
notwithstanding the unfavourable exchange
rates that impacted most of the countries
where Vesuvius enjoys its highest margins.
This outcome is the result of self-help
initiatives applied in many of our 65
manufacturing sites, and the application
of the lean manufacturing concept in our
processes, together with a constant focus
on our core activities.
Quality and reliability
Reliability in quality and delivery is vital to our
customers as they use Vesuvius’ products in
critical areas of their own processes. The level
of risk attached to a catastrophic failure is
often such that, for people and equipment,
no compromise can be accepted. Reliability
therefore is a primary commitment of Vesuvius.
The benefits
Accuoptix™ combines the
proven advantages of continuous
temperature measurement in
terms of a reliable and consistent
data stream, with a reduced need
for operator interaction. It also
eliminates the problem of gradual
deterioration in performance and
ultimate failure of the thermocouple
experienced with the existing
Platinum-Rhodium systems. The
cost effective system – together
with other Vesuvius developments
– creates a toolbox of sensors and
instrumentation to improve caster
process control, and deliver yield
and quality improvements for the
steel producer. Being remotely
installed, and designed for manual,
manipulator or robotic handling,
the optical sensor is not submerged
into the molten steel and is therefore
not destroyed in case of accidental
sheath breakage. It provides a
continuous, reliable and cost
effective temperature data stream
for optimum process control.
We strive to deliver reliability and consistency
through best-in-class quality management
in our 65 production sites and 107 major
customer locations.
Quality policy Our quality policy clearly
defines the commitments and responsibilities
which apply to all aspects of the business.
Reliable quality is intrinsic to our business
model, and is part of our Vesuvius brand
equity. Recognising this fundamental part of
our promise to customers, over the past two
years, we have renewed our focus on quality,
improving customer relationships and adding
to operating efficiency. Since the inception
of our Turbo.Q quality initiative two years
ago we have reduced the number of repeat
customer complaints by a factor of three.
See case study on p18
Quality plan features Vesuvius’ 8D
methodology to resolve customer, supplier
and internal issues is built upon the eight
disciplines we need to follow in order to
eliminate problems permanently. It is focused
on determining the root cause, implementing
effective corrective actions and preventing
repeat issues.
Optical lens
Manipulator arm
Tube holder
Heat shield
VISOTM protection tube
Patented quick fixing
OUR BUSINESS
Margin improvement
18
Our Lean Programme started in 2008 with
We have committed to becoming a true
the belief that:
learning organisation. Every problem is
welcomed as an opportunity for improvement
• Standardisation of tasks and processes is the
where lessons learned are analysed and
cornerstone of safety, quality, productivity,
shared in order to leverage the benefits
and continuous improvement
across the Group.
• Employee motivation and customer
We are applying lean principles to improve
satisfaction are critical foundations for
shop floor quality, responsiveness,
the long-term success of the Group
and flexibility. These principles drive
implementation of:
• Improving information flow is instrumental
to guarantee fast and effective cross• Strong control plans to detect any defects
functional processes.
as close as possible to their point of
occurrence in order to facilitate immediate
Work on lean initiatives has intensified
problem solving
in 2014 The Lean Network has been
reinforced with new Lean engineers identified
• Accelerated product flow to allow
in all our major sites. Each of these individuals
quicker detection of issues and fewer
has participated in a comprehensive induction
rejects/less rework
programme to bring them up to the highest
• Standardised production methods to ensure standard of excellence.
excellent quality. See case study below
Our Lean engineers implement Lean tools and
techniques across all Vesuvius facilities. They
Lean programme
deliver training and coaching to operations
Cost leadership and margin improvement
managers, group leaders and team leaders
are two of our strategic priorities, and in a
who, in turn, introduce Lean tools into their
business where we need to manage the
day-to-day activities to help achieve targets
challenges presented by the volatility in
and improve the current situation.
our end-markets, a focus on process
The Group has developed a three-day
efficiency and quality is fundamental.
Standardised Work workshop to continue
See case study opposite
the deployment of Lean practices, with
a special emphasis on safety, quality and
productivity improvement.
In total, more than 20 successful workshops
were held during 2014, providing significant
results in terms of safety, productivity
increases and lead time reductions. These
workshops have involved more than 240
participants from a wide cross-section of
sites in 12 different countries.
What is Lean?
Lean is all about creating more value
for customers using less energy. Lean
highlights seven waste areas that should
be minimized...
N
o
w
t
i
m
Nonquality
Transport
OverWaiting
production
Inventory
Motion
e
Excessprocessing
Quality and reliability
Quality
breakthrough
From 2011 to 2014, our Quality
Breakthrough initiative has allowed us
to divide by three the percentage of
repeats out of our total number of
customer complaints.
2014 focus:
• Spreading the Quality Breakthrough
practices and tools
LEARN
FROM EACH PROBLEM
• Increasing our problem solving capabilities
DON’T LET
OUR CUSTOMERS
DOWN
• Improving the quality of our raw materials.
To spread the Quality Breakthrough
practices and tools, we took 325 managers
through the two-day Turbo.Q training in
28 sessions in 2014. This comes on top of
the 93 senior managers – including Group
Executive Committee members – who had
been trained in 2013. Further sessions were
organised in plants in local language.
We develop our problem solving capabilities
through training and coaching in the correct
use of our 8D-Practical Problem Solving
methodology. In 2014 we solved 870
problems using this technique, an increase
of 50%. We also took an additional
162 people through our four-day 8D-PPS
training module, which brings the total
number of people trained to 978.
Vesuvius is improving the quality of raw
materials by better Supplier Corrective
Action Request management, developing
incoming inspection at all manufacturing
sites, qualifying suppliers through supplier
assessments and improving the quality of
our raw material specifications. Resources
were added in Europe and China in 2014 to
focus specifically on supplier assessments.
This allowed us to bring the number of
assessments performed from 65 in 2013
to 204 in 2014.
19
Productivity
improved by
22% applying
Lean principles
Reduction in
stoppages
90%
Increase in
productivity
22%
5S housekeeping tool 5S is a key tool to reinforce
the importance of operating in a safe environment
for all employees. It also contributes to reducing
work in progress and unnecessary movement
– increasing efficiency, improving production
flow and ensuring quality. 5S is based on the
five important steps to improve cleanliness and
workplace ownership, illustrated here.
Our solution
Following the Group Standardised Work training
deployed in 2014, the Trinec team applied Lean
principles to the workplace, reorganising the two
workstations to reduce risk, remove unnecessary
movement and improve ergonomics.
The challenge
In our Czech facility of Trinec, a production cell
dedicated to insulating sleeve application, was
facing an increase in work volume and price
pressure from customers. The cell struggled to
meet the growing demand in production as it was
only able to produce 20 parts every 40 minutes,
partly due to a required stoppage of ten minutes
at the end of each pattern. Capacity was limited
to 176 parts per shift.
Separate
Sort
Shine
The benefits
These Lean working practices have reduced
stoppage time to change patterns by nine
minutes (a 90% reduction), increasing
productivity by 22% to 215 parts per shift.
The site is now able to meet the increasing
demands of its customers with the same
number of employees.
Standardise
Sustain
OUR BUSINESS
Lean Programme
20
Continuous improvement In 2015, we
will maintain our focus on the deployment of
Lean practices with a continuing emphasis on:
• 5S to reinforce the ownership of the work
environment by workers and continue to
increase safety
• Equipment efficiency and reliability
improvement with a large Total Productive
Maintenance programme. The additional
capacity generated by this initiative will
allow us to reduce our cost of production
and allocate saved capital expenditure to
new Lean flexible automated equipment
for key products
• Equipment flexibility improvement with the
continuing implementation of the Single
Minute Exchange of Die production method
Process Metrix, a Californian company
providing laser measurement of refractory
wear in liquid steel vessels was acquired
in August, and ECIL Met Tec, a Brazilian
company involved in the measurement of
temperature and chemistry of steel was
acquired in October. We will continue
to pursue these types of acquisitions to
reinforce our capability to provide engineered
services that allow our customers greater
management and control over their
processes.
Our investment spend in 2014 amounted
to £76.5m, out of which £53.1m was spent
on plant and equipment and £23.4m
on acquisitions.
Efforts to continue to reduce working capital
during the year were affected by a general
drift of payment terms from our customers,
• A focus on batch reduction planning using
Kanban, a scheduling system for just-in-time predominantly in China, passing on the
financial constraints encountered in the steel
production to support inventory reduction
and foundry industries. This increase was
• Labour efficiency through the reinforcement
partly compensated for by a reduction in our
of initiatives to standardise work, using
inventory days across all of our businesses.
the Kaizen continuous improvement
Overall our net debt increased slightly, driven
framework.
by our acquisition strategy.
Portfolio management and capital
Read our Financial review on p26-31
allocation
After the divestments undertaken over the
last two years in the Advanced Refractories
business in order to concentrate on the higher
margin specialty segment, and the disposal
of our Precious Metals Processing division in
2013, we initiated the development of a new
business in data capture for the steel and
foundry industries which is the starting point
for our strategic focus on Technical Services.
Health and safety
Safety remains our primary operating priority
which we take as a key indicator of our
performance. The Safety Breakthrough plan,
initiated in 2008, delivered a considerable
reduction in our Lost Time Injury Frequency
Rate (“LTIFR”), from 9.8 to 1.8 in 2012. In
2011, a renewed action plan called Turbo.S
was developed with the objective of reaching
a further level of improvement in our LTIFR.
However, 2014 saw this improving trend
continue to plateau and we have not yet been
able to capture the benefits of this additional
Group-wide programme of internal safety
audits and improvement opportunities
with permanent actions now operating in
our facilities.
As we increase our presence at our customer
sites, our employees are exposed to harsh
environments in locations where the
complexity of risk management is increased.
We continue to focus on health and safety
as a fundamental responsibility.
Read more about Safety on p46-48
Sustainability
We are committed to the positive integration
of our site activities into local communities
and to contributing proactively to the
protection of the environment. During 2014,
we reduced our global consumption of
energy and our emissions of CO2. Moreover
we continue to develop solutions for our
customers to help them reduce substantially
their waste, their energy consumption and
their CO2 emissions. See case study opposite
Management focus
Towards the end of the year we undertook
a change in the leadership of several of
our product lines. Glenn Cowie who had
substantially improved the performance
of Advanced Refractories, took over the
Foundry division and Tanmay Ganguly,
previously Managing Director of Vesuvius
India Limited and Vice President for Vesuvius’
Steel division activities in India and South East
Asia, replaced Glenn as President Advanced
Refractories. Luis Reyes, previously Vice
President Flow Control North America, was
appointed President Technical Services with
a mandate to drive growth in this important
new area and develop our recently acquired
businesses. Both Tanmay and Luis have joined
Glenn on the Group Executive Committee in
their new roles.
21
OUR BUSINESS
Our overall management focus is now on
building and implementing an excellence
plan in the management of our operations.
This will involve the entire population of our
employees around six key areas: customers,
innovation, strategy, business support, supply
chain agility and talent management. We are
setting precise roadmaps in each of these
areas to reach the status of a truly best-inclass company.
Sustainability impact
Reduce rejection rates and
CO2 emissions in an Indian
automotive foundry
This process will help us to deliver our strategy
for growth, promote permanent ongoing
innovation, higher efficiency and the success
of our new technical services initiative.
Outlook
While the global economic backdrop remains
uncertain in our main markets, we expect the
underlying trading environment in the current
year to be broadly similar to that experienced
in 2014. We are confident we will be able to
continue to drive improvement in our trading
margins and working capital performance
through self-help actions, and we will focus
on the acquisition of bolt-on companies to
reinforce our growth opportunities. We will
do this whilst retaining a strong balance sheet
in order to give us financial flexibility.
François Wanecq, Chief Executive
3 March 2015
The challenge
An automotive foundry in Western India
– producing 36,000 MT/A brake discs for
global car manufacturers – was experiencing
inconsistencies in the quality and performance
of their cast products, resulting in high rejection
rates of 1 in 20 (5%). Our customer reported
that their incumbent supplier had not offered
a solution to address this issue.
Our solution
Working closely with the customer, our technical
and sales teams developed a bespoke solution
which included the Foseco Metal Stream
Inoculation system, Foseco Inoculation product
technology and our thermal analysis systems –
ITACA – to optimise application rates.
Application rate increase
25%
The benefits
Our bespoke toolkit delivered measurable
improvements in quality and margins, as well
as reducing the environmental impact. Cast
products have become much more consistent,
and rejection rates have been reduced by 60%
(from 1 in 20 to 1 in 50). Lower rejection rates
have also resulted in fewer castings to re-melt,
resulting in 2% less energy consumed, and lower
CO2 emissions.
Reduction in rejection
rates
60%
Energy reduction
2%
22
Risk management
The Board continually monitors and
manages the mix of opportunities
and risks, both internal and
external, which could significantly
impact the long-term performance
of the Group.
Board monitoring
Principal risks
Vesuvius operates a continuous process
for identifying, evaluating and managing
significant risks. Regular reports are made to
the Board on the process of how these are
being managed. Thus, the Board exercises
its ultimate responsibility for the Group’s risk
management, by analysing any major issues
that have arisen during the year, considering
how those risks have changed over time,
and assessing whether they are being
effectively managed.
The risks identified below are those the Board
considers to be the most relevant to the
Group in relation to their potential impact on
achievement of its strategic objectives. All of
the risks set out below could materially affect
the Group, its businesses, future operations
and financial condition and could cause actual
results to differ materially from expected or
historical results. The risks below are not the
only ones that the Group will face. Some risks
are not yet known and some currently not
deemed to be material could later become so.
Principal risks and uncertainties
Risk
Potential impact
Mitigation/Management
Demand
volatility
Unplanned drop in demand
and revenue
Prudent balance sheet management to maintain robust financial position
Failure of one or more customers
leading to debtor bankruptcy
Strong internal reporting and monitoring of external data to identify
economic trends
Flexible cost base to react quickly to end-market conditions
No single customer exceeds 10% of revenue
Robust credit control processes
Protectionism
Loss of business from enforced
preference of local suppliers
Imposition of increased import
duties
Increased tax burden or changes
to rules and enforcement
Local manufacturing operations in 26 countries
Robust internal tax policies and strict transfer pricing rules
Strong internal control of inter-Company trading
Maintenance of quality and innovation leadership differentiating Vesuvius
and mitigating government intervention in supplier selection
Local competitors promoted
overseas by government-togovernment action
Product
liability
Claims from third parties resulting
from use of potentially hazardous
materials
Customer claims and loss of business
from product quality issues
Regulatory
compliance
Appropriate insurance cover obtained
Active monitoring of HSE issues
Stringent quality control standards systematically implemented in manufacturing
Experienced legal team used to negotiating appropriate customer agreements
Financial loss from failure to comply
with appropriate regulations
Widely disseminated Code of Conduct and supporting policies which highlight
the Group’s ethical approach to business
Business disruption from
investigations
Speak-up procedure implemented across the Group
Ongoing training and review of policy effectiveness
Reputational damage
Protection
of leading
technologies
Loss of business through new
technology developed by others
Market-leading research and development team with significant investment
in R&D, and use of structured development methodologies
Failure to adapt solutions to meet
changing customer needs
Patent protection sought when new developments are made
Revenue lost through ineffective
protection of intellectual property
Stringent defence of patents and other intellectual property
Control of access to intellectual property through IT controls and physical security
23
Changes to our risks in 2014
Risks are actively managed in order to
mitigate exposure and, where cost effective,
the risk is transferred to insurers. We have
built a business structure that gives protection
against the principal risks we face with
diversified currencies, a widespread
customer base, local production matching
the diversity of our markets and intensive
training of our employees.
The principal risks identified by the Group
have remained relatively stable. In 2014, we
focused on the fact that our reputation for
quality is fundamental to our success – given
the high value, mission critical nature of our
product offering. Consequently, we have
included loss of business reputation in the
2014 assessment of principal risks. Conversely,
having identified cyber security as a key risk
in 2013, our ongoing assessment of Vesuvius’
exposure in this area has led us to remove this
from our list of principal risks – whilst noting
that it remains, as for all companies, an area
for our ongoing attention.
Risk
Potential impact
Mitigation/Management
Financial
uncertainty
Inability to raise sufficient capital
to fund growth of business
Long-term capital structure planning to secure availability of capital at
acceptable costs
Reduction in earnings from
increased interest charges
Substantial proportion of debt capital secured at fixed rates of interest
Weakness in foreign currencies
leading to reduced profitability
International presence reduces the Group’s reliance on any one currency
Hedging of transactional foreign exchange exposure when necessary
Alignment of cost structure with revenue where possible
The Group adopted USD as the functional currency for its operations in some
countries to reduce further FX translational risk
Loss of a
major site
Loss of revenue resulting from
inability to supply customers on
loss of production facilities
Diversified manufacturing footprint with some 65 facilities across 26 countries
Ability to
source critical
raw materials
Manufacturing interruption from
failure of a key supplier, or the loss
of availability of a source of critical
raw materials
Strategic stocks of certain materials are retained
Retention
of staff
Insufficient high quality staff to run
base business and generate growth
through innovation
Contacts with universities to identify and develop talent
Availability of suitable talent in
the pipeline to offer sufficient
internal succession options for
senior positions including the
and Executive Directors
Loss of business
reputation
Maintenance of excess capacity to allow plants to meet peak demands
Number of single-sourced materials reduced through expanding supplier base
Development of new products and research on substitution of raw materials
Internal programme to attract and develop high potential staff from emerging
markets through cross-border exchange programmes
Extensive internal courses run by experienced staff to transfer knowledge
in a structured manner
Building career trajectories for technical staff to show potential and
reduce attrition
Appointment of Group Talent Management Director to drive improved
assessment of internal talent at the mid and senior management levels,
identifying gaps and implementing development programmes to provide
suitable succession options
Product or application failures not
promptly addressed may create
an adverse financial impact and
damage our reputation as a
technological leader
Active quality management programme in place with full root cause analysis
for customer complaints and follow-up
Incident at customer plant resulting
in significant health and safety
breach and/or customer downtime
Active monitoring of customers’ improvement requests
Stringent product qualification process in place for raw materials
Diversified manufacturing footprint with some 65 facilities across 26 countries
Appropriate insurance cover obtained
OUR BUSINESS
Risk management
24
Section Two: Our Performance
25
2
Section Two
Our Performance
In this section
26 Financial review
32 Key performance indicators
34 Operating review: Steel division
39 Operating review: Foundry division
Our performance
26
Financial review
Introduction
“We delivered a strong performance
which saw both margins and
return on assets improving,
demonstrating our ability to
deliver underlying growth whilst
exercising good capital discipline.”
Chris O’Shea Chief Financial Officer
Basis of preparation
See Note 2 of the Financial statements on page
108. All references in this financial review are to
Headline performance unless stated otherwise.
Our financial strategy is designed to support
the delivery of the corporate strategy
outlined by the Chairman in his statement,
and by the Chief Executive on pages 13-14.
We aim to ensure the Group has access to
sufficient funds at attractive terms to invest
in interesting growth opportunities, provide
superior returns to our shareholders and
weather any downturns in our end-markets.
With £343.5m of available committed funds
at the end of the year, our balance sheet is
strong and we are well-positioned to support
the business in the delivery of our growth
opportunities over the medium and long term
whilst concurrently improving returns.
2014 performance overview
Following the improvements to our operating
performance in 2013, and the restructuring
of our portfolio, 2014 was another good year,
with margins improving further. Revenue
grew, on an underlying basis, by 3.5% to
£1,444 million, with trading profit growing
by 11.6% on the same basis. As a result, our
trading margins improved to 9.9% in 2014,
and our earnings per share were 33.4 pence,
an underlying increase of 15.9% on 2013.
On a regional basis, underlying revenue
growth was more pronounced in Asia (6.8%)
and the Americas (4.4%) than in Europe,
Middle East and Africa (1.2%).
Revenue £bn
As a global business, we are exposed
to a significant number of differing
macroeconomic trends; as a supplier to
two principal industries, steel and foundry,
which have a large number of end-markets,
we are exposed to volatility in demand.
As outlined in the principal risks section on
pages 22 and 23, this is a significant concern
to us, and influences how we structure
and run our business. In order to mitigate
the impact of this volatility, we maintain a
broad global portfolio which provides some
natural balance to local and regional demand
fluctuations. In addition we are constantly
striving to increase our operational and
financial flexibility from an already strong
position to allow us to react quickly, and
decisively, to variations in end-markets. Our
improved results in 2014, against a backdrop
of muted global demand and significant
regional variation demonstrates the balance
we have within our portfolio, the flexibility in
our cost base, and our willingness and ability
to act quickly.
Dividend
In line with the dividend policy in place since
2012, the Board has recommended a final
dividend of 11.125 pence per share to be
paid on 22 May 2015 to shareholders on the
register at 10 April 2015. When added to the
2014 interim dividend of 5 pence per share
paid on 26 September 2014, this represents
an increase of 7.5% on the 2013 full year
dividend of 15 pence per share.
Trading profit £m
Headline EPS pence
Return on sales %
Reported
£1.44bn
-4.4%
Reported
£142.8m
+2.0%
Reported
Reported
+3.5%
+11.6%
+15.9%
Underlying
Underlying
33.4p
+4.7%
Underlying
9.9%
+62bps
+71bps
Underlying
27
We will continue to invest in such facilities in
the coming years and we expect over time to
increase our R&D spend as a percentage of
sales to between 2% and 2.5% of revenue.
It remains the Board’s intention to deliver
long-term dividend growth, provided this is
supported by underlying earnings, cash flows,
capital expenditure requirements and the
prevailing market outlook.
R&D spend* £m
Regular dividend growth pence
2014
2014
2013
2013
2012
16.125
15.000
14.250
The Group used the same ten key
performance indicators in 2014 as in 2013.
These are detailed on pages 32 and 33.
Of these, three are non-financial with the
remaining seven discussed in some more
detail below, together with the KPI on
Research & Development expenditure.
25.4
23.7
*Constant 2014 currency
KPI: Underlying revenue growth We look
at underlying (or organic) movements in our
results to establish meaningful period-onperiod comparisons. Underlying movements
are calculated by:
• Restating the previous period’s results at the
same foreign exchange (FX) rates used in
the current period
Objective: Deliver growth over
the long term
• Removing the results of disposed businesses
in both the current and prior years
KPI: Research & Development spend
We pride ourselves on providing the most
advanced technologies to our customers.
In order to maintain our market leadership,
and enlarge the addressable market, thus
allowing us to grow revenue, we aim to invest
a substantial proportion of our revenue in
research and development (R&D) activity.
During 2014, we spent £26.1m on R&D
activities, an increase of 2.8% over 2013 on
a constant currency basis. This represented
1.8% of our revenue. In addition we
invested £4.8m on new R&D facilities in the
Netherlands (Foundry division) where our
new facility opened in December 2014, and
in the USA (Steel division) on the purchase of
a new brownfield site which we aim to open
in 2016.
• Removing the results of businesses acquired
in the current year
• Assuming acquisitions made in the prior
year were made on the first day of
that period.
• Retranslated 2013 results at the FX rates
used in calculating the 2014 results
• Removed the results of businesses disposed
in 2013 (the German brick manufacturing
business VGT Dyko and our construction
business in Canada)
• Removed the results of businesses acquired
in 2014 (ECIL Met Tec in Brazil and Process
Metrix in the USA).
Reported revenue in 2013 was £1,510.5m.
Retranslating this at 2014 FX rates reduces
this to £1,405.9m, and removing the results
of disposed businesses further reduces this
to £1,391.9m. Reported revenue in 2014 was
£1,444.4m; excluding the results of acquired
businesses reduces this to £1,440.9m.
Accordingly, revenue grew, on an underlying
basis, by £49m (3.5%) from 2013 to 2014;
this underlying growth was more pronounced
in the Steel division, where revenues grew
by 4.4%, than in the Foundry division,
where underlying growth was 1.8%. This
demonstrates the positive impact of the
portfolio reshaping on the Group following
underlying revenue declines in 2013
and 2012.
Underlying revenue growth %
3.5
2014
2013
2012 (4.3)
(0.8)
Our performance
Key Performance Indicators
2012
26.1
Accordingly, to measure underlying growth
in our 2014 revenue we have:
28
Financial review continued
Regionally, underlying growth was more
pronounced in Asia (6.8%) and the Americas
(4.4%) than in EMEA where revenue grew
by 1.2% on an underlying basis. Growth
in Asia was driven by strong growth in the
Steel division (13.1%), reflecting increased
penetration of our solutions across the
region, most notably in South Korea and
Thailand; Foundry revenues in Asia fell by
1.1% on an underlying basis. In the Americas,
once again the Steel division drove the
Group’s underlying growth, with revenues
up 5.2% against underlying growth in the
Foundry division of 1.8%. In EMEA, flat
underlying revenues in the Steel division were
compensated by underlying growth of 3.8%
in the Foundry division, with good underlying
revenue growth in Spain, France and Central
and Eastern Europe.
Objective: Deliver attractive profitability
KPI: Trading profit and return on sales
The underlying trading performance of the
Group is measured both by the amount of
trading profit in absolute terms and as a
percentage of sales (also known as return
on sales or RoS). Trading profit of £142.8m
was an increase of £2.8m (2%) on 2013; on
an underlying basis, trading profit increased
by £14.8m (11.6%). RoS was 9.3% in 2013;
retranslating this at 2014 FX rates, and
removing the results of disposed businesses
reduces that to 9.16%; RoS in 2014 was
9.89%; removing the results of businesses
acquired reduces this to 9.87%. Accordingly,
RoS has increased, on an underlying basis,
by 71 basis points (bps) in 2014.
In the Steel division, trading profit increased
by £7.7m (8.7%) on 2013; on an underlying
basis, trading profit increased by £13.9m
(17.1%). RoS increased by 106 bps on an
underlying basis to 9.9% in 2014.
In the Foundry division, trading profit
decreased by £4.9m (9.5%) on 2013; on an
underlying basis, trading profit increased by
£0.8m (1.8%). RoS remained at 10%, flat
on 2013 on an underlying basis.
Headline earnings per share* pence
2014
2014
9.9
2013
9.2
8.1
KPI: Headline PBT and EPS Headline profit
before tax (PBT) and earnings per share
(EPS) are used to measure the underlying
financial performance of the Group. The main
difference between trading profit and PBT is
net finance costs.
Net finance costs of £16.4m were £0.9m
below 2013, primarily driven by lower
borrowing costs. When we borrow money,
we incur up front cash arrangement fees.
Accounting standards require us initially to
capitalise those fees on the balance sheet and
subsequently charge the income statement
over the expected life of the facility. At the
date of the 2013 Annual report we expected
to replace our £425m revolving credit facility
during 2014 to take advantage of favourable
debt market conditions, and therefore the
fees associated for that facility were charged
to the income statement over the period
to 30 June 2014. During 2014 it became
apparent to us that the debt market would
remain favourable for borrowers throughout
2014 and into 2015, and therefore we did not
renew that facility during the year.
33.4
2013
2012
Return on sales* %
2012
As a result, we had only one half of a normal
income statement charge for arrangement
fees in 2014 as opposed to a full year’s charge
in 2013. The effect of this was to reduce the
income statement charge for borrowing costs
by £0.8m.
31.9
27.0
*As reported
Objective: Ensure capital is
deployed efficiently
KPI: Free cash flow and working capital
As well as ensuring that the Company
generates sufficient profits, it is important
that those profits are turned into cash
promptly to allow the Company to invest in
growth opportunities and make cash returns
to shareholders. As a business grows, it will
require more working capital. Accordingly,
we measure working capital both in terms
of actual cash flow movements, and as a
percentage of sales revenue. Trade working
capital as a percentage of sales in 2014
was 24.8%, moderately up on the level of
24.7% seen in 2013. Both these numbers are
measured on a 12-month moving average
basis to ensure sustainable improvements.
29
Operating cash flow was £103.4m, down
£47.0m from £150.4m in 2013. This
represented a cash conversion ratio of 72%,
a reduction from the level seen in 2013
of 107%. This reduction in cash flow was
primarily driven by:
• An increase in cash capital expenditure of
£6.8m from £46.3m in 2013 to £53.1m
in 2014
• An increase of £16.6m in cash invested in
non-trade working capital.
At the end of 2014 we had £647.4m of gross
committed debt facilities (2013: £637.1m;
2012: £578.8m), of which £343.5m was
unutilised (2013: £328.6m; 2012: £157.7m).
Our net debt was £268.3m at the end of
2014, an increase of £11.9m on 2013 (2012:
£295.3m), reflecting the cash expenditure of
£23.4m on the acquisitions of ECIL Met Tec
and Process Metrix.
RONA moving average* %
2014
2014
25.5
2013
2012
24.2
Unutilised committed
debt facilities £m
343.5
2013
2012
328.6
157.7
18.7
We regularly review our capital structure,
and decided no new debt was required in
Objective: Maintain a strong
2014. The largest part of our committed debt
financial position
facilities is a £425m multi-currency revolving
credit facility which expires in April 2016.
The £47.0m reduction in operating cash flow KPI: Interest cover and net debt The
Work is underway to replace that facility
translated into a smaller reduction of £35.7m Group’s debt facilities have financial covenants
during 2015. Further information regarding
with specific limits on the ratios of net debt
in free cash flow from continuing operations
the interest rates and maturities of our debt
to
EBITDA
(maximum
three
times
limit)
and
to £59.2m in 2014. This difference is due to
can be found in Note 28 on pages 134
lower income taxes paid of £6.0m, lower cash EBITDA to interest (minimum four times limit).
These ratios are monitored regularly to ensure and 135.
cost of prior restructuring programmes of
the Group has sufficient financing available
£4.5m, and the non recurrence of demerger
to run the business and fund future growth.
related cash costs of £3.2m incurred in 2013;
At the end of 2014, the net debt to EBITDA
partially offset by lower dividends received
from joint ventures (down by £0.7m to £0.6m) ratio was 1.48, a slight increase on the 2013
position of 1.43; EBITDA covered net interest
and higher dividends paid to the owners
paid 13.1 times; accordingly, the Group was
of minority stakes in non wholly owned
well within its covenants.
subsidiaries, mainly in India.
Offsetting this was an increase in trading
profit before depreciation (also known as
EBITDA) of £2.0m.
KPI: Return on net assets (RONA) RONA
is a measure of capital efficiency – how well
we use shareholder funds in our operations.
We do not exclude the results of businesses
acquired and disposed from this calculation
as capital efficiency is an important
consideration in our portfolio decisions. It is
calculated by dividing trading profit plus our
share of profits from joint ventures by our
average operating assets (property, plant
and equipment, and trade working capital).
Net debt £m
2014
2013
2012
268.3
256.4
295.3
Our performance
• An increase of £10.2m in cash invested in
trade working capital (including £4.8m
due to the retirement of a debt factoring
programme in Germany)
As with most of our KPIs, we measure
these on a 12-month moving average
basis at constant currency to ensure we
drive sustained and sustainable underlying
improvements. Our RONA for 2014 was
25.5%, an increase of 130 basis points on
2013 (24.2%); reflecting the fact that the
rate of increase in trading and joint venture
profits on a constant currency basis exceeded
the rate of increase in net operating assets by
a factor of almost three to one.
30
Financial review continued
Taxation The headline effective income
tax rate for the year reduced to 26% (2013:
Following a detailed review of the risks facing Trading results – discontinued operations
26.5%). The income tax credit on separately
the Group, it was apparent that there was
During 2014, we had no discontinued
reported items principally consists of nonno significant change from those which
operations; in the comparative numbers for
cash deferred tax movements relating to
the Group faced in 2013 (and disclosed
2013 the results of the former Precious Metals
the amortisation of a deferred tax liability
in the 2013 Annual report). Accordingly,
Processing division were included to the date
arising from the acquisition of Foseco plc in
there remain two main financial risk
of disposal (31 May 2013).
2008 (£4.0m; 2013: £7.0m) and an increase
factors. Demand volatility is discussed in
in the deferred tax asset due to the forecast
As part of the demerger which gave rise to
the introduction to this section on page
utilisation of US tax losses incurred in the prior
Vesuvius plc, we undertook to share equally
26. In addition, we continue to face risks
year (£21.8m).
the liability relating to court proceedings
relating to FX, capital market, interest
brought by MacDermid (an Alent plc
We initially recognised a deferred tax asset of
rate and inflation uncertainties. Despite
competitor) arising out of corporate activity
£29.2m in 2013 in respect of these US losses.
the mitigations described on page 23, we
in 2006 relating to what is now Alent plc.
However our confidence has increased
operate in many countries and, as such, our
This matter was settled out of court in
regarding the future realisation of value for
reported results vary with FX rates. When
February 2015, resulting in Vesuvius plc
these losses, and at the end of 2014 we
sterling strengthens against a currency, our
being required to pay US$10m as part of the
have increased the total deferred tax asset
revenues and profits as reported in sterling are
settlement. This has been provided in the
recognised to £54.0m.
reduced; however, the underlying revenues
2014 income statement and the payment will
and profits in the relevant local currency are
be reflected in the 2015 cash flow statement. Capital expenditure Capital expenditure in
unaffected. When measured against 2013,
2014 of £53.5m (2013: £47.5m) comprised
sterling strengthened against all of our trading Restructuring There were no separately
£28.6m in the Steel division (2013: £28.6m)
currencies constraining the growth in our
reported restructuring charges in 2014.
and £24.9m in the Foundry division (2013:
profits (our 2014 trading profit of £142.8m
Expenses related to ongoing, non material
£18.9m). This represented 3.7% of revenue
would have been £154.6m if the same FX
restructuring activities to the extent incurred,
(2013: 3.2%) and included expenditure
rates used in 2013 had been used to translate were included in trading profit during the
of £2.4m on the acquisition of a site in
our 2014 non-UK results into sterling). We
year; it is intended that this treatment will be
Pittsburgh, USA for a new global R&D centre
continue to monitor this closely, and where
followed in future years. The restructuring
for the Steel division and a further £2.5m on
possible seek to balance the currency of both charge in 2013 of £3.9m principally comprised
the recently opened global R&D centre for the
our cost base and revenue base to minimise
costs relating to the relocation of a Steel
Foundry division in Enschede, Netherlands.
exposure. As with all international companies, division production facility in Australia, the
and particularly ones like ours focused on
Pensions The majority of the pension plans
closure and relocation costs relating to
growth in emerging markets, this continues
we have open are defined contribution
two Foundry production sites in China,
to be an area of attention. Whilst the recent
plans, where our only commitment is to
and some trailing costs relating to prior
weakening of sterling against the US dollar
make contributions into plans. During 2014
restructuring programmes.
and the Chinese renminbi will help reported
we contributed £9.2m (2013: £10.9m) into
results in 2015, this will be offset by further
those plans for employees, with this amount
weakening of the euro, the Japanese yen,
being charged to trading profit in our income
the Brazilian real, the Indian rupee and the
statement in 2014. In addition to this we have
South African rand.
a number of historical defined benefit plans,
the majority of which are closed to further
benefit accruals.
Financial risk factors
Other relevant financial information
31
For Process Metrix, US$7.7m was payable
on completion of the acquisition with the
remaining US$4m deferred for a period
of up to five years (US$2m in equal annual
instalments and US$2m on the achievement
of certain specified performance-related
milestones). For ECIL Met Tec, BRL79m
was paid on completion; a further BRL5m
is payable upon the completion of the
subdivision of property and subsequent
transfer to Vesuvius (expected in 2015), with
the remaining BRL5m payable on the expiry
of certain warranties.
The net deficit under those defined benefit
plans at the end of December 2014 was
£51.1m, an increase of £3.2m on the net
deficit of £47.9m at the end of 2013. The
three largest defined benefit plans are in the
UK, Germany and the USA, with the USA
and Germany plans showing deficits of
£35.6m (2013: £23.3m) and £39.9m (2013:
£32.6m) respectively; the UK plan, where
we have insured almost two thirds of the
future liabilities, shows a surplus of £48.8m
(2013: £27.4m).
Revenue of £3.6m and trading profit of
£0.5m was included in the 2014 results
relating to these acquired businesses. Had
these businesses been acquired on 1 January
2014, a further £19.2m of revenue and £3.1m
of trading profit would have been recognised.
The growth in revenue and profits resulting
from these acquisitions was excluded from
the calculation of underlying growth. The
results of both of these acquisitions are
accounted for in the Steel division.
Net defined benefit
pension deficit £m
2014
2013
2012
51.1
47.9
68.8
Corporate activity In 2014 we acquired
two companies in line with our strategy
to build a business in technical services as
discussed by the Chief Executive on page
14. The combined consideration for these
businesses is up to £29.6m: US$11.7m (£7.1m)
for Process Metrix and BRL89m (£22.5m) for
ECIL Met Tec.
Late in the year we approached the Board
of Morgan Advanced Materials plc with a
view to merging our companies – a step
we believed would have created a global
leader in advanced ceramics technology.
As announced, this approach was rejected
by Morgan. Costs associated with this, and
all other merger, acquisitions and disposal
activities were included within trading profit
in 2014.
Further information on the accounting for
these acquisitions can be found in Note 22
on page 128.
In 2013 we disposed of our German brick
manufacturing business VGT Dyko and
our Canadian construction and installation
business, both in the Steel division, and our
European Precious Metals division for a
combined cash consideration of £44.1m, the
latter being accounted for as discontinued
operations in 2013. The net book gain on
those disposals and discontinued operations
was £30.1m in 2013. During 2014 there were
no discontinued operations and no businesses
were disposed of, although we did sell some
minor property, plant and equipment for
combined proceeds of £2.0m, generating a
book gain of £0.8m. In addition we wrote
down our minority investment in an Italian
research company generating a loss of £0.4m.
Chris O’Shea, Chief Financial Officer
3 March 2015
Our performance
However, we remain liable to provide
members of those plans with a certain level
of benefits upon retirement and as such,
the risk under these plans remains mostly
with Vesuvius. The net charge to the income
statement in respect of those plans in 2014
was £4.1m (2013: £7.8m) with £2.3m
included in trading profit (2013: £6.0m) and
£1.8m (2013: £1.8m) in net finance costs.
The lower charge in 2014 reflects curtailment
gains of £3.6m arising from the closure of
the Netherlands defined benefit plan on
31 December 2014.
32
Key Performance Indicators
Financial KPIs
Objective
Deliver
growth
Deliver
sustainable
returns
KPI
Purpose
Performance
Underlying
revenue growth
Provides an important indicator of organic
(like-for-like) growth of Group businesses
between reporting periods. This measure
eliminates the impact of exchange rates,
acquisitions, disposals and significant
business closures
Underlying revenue growth %
Used to assess the trading
performance of Group businesses
Trading profit £m
Trading profit and
return on sales
3.5
2014
(0.8)
2013
2012 (4.3)
2014
142.8
2013
140.0
2012
131.3
Return on sales %
2014
9.9
2013
9.3
2012
Profit before tax
Used to assess the financial performance
capacity of the Group as a whole
8.5
Profit before tax £m
2014
111.2
2013
2012
Headline earnings
per share
Used to assess the earnings performance
capacity of the Group as a whole
104.1
17.2
Headline EPS pence
2014
33.4
2013
31.9
2012
Return on net assets
(RONA)
Used to assess the financial
performance of the Group
27.0
Return on net assets (RONA) %
2014
25.5
2013
24.4
2012
Maintain
strong cash
position
Free cash flow and
average working
capital to sales ratio
Free cash flow is used to assess the underlying
cash generation of the Group. One of the factors
driving the generation of free cash flow is the
average working capital to sales ratio, which
indicates the level of working capital used in
the business
19.5
Free cash flow £m
2014
59.2
2013
2012
94.9
54.2
Average working capital to sales %
2014
24.8
2013
24.7
2012
Interest cover ratio
and ratio of net debt
to EBITDA
Both ratios are used to assess the financial
position of the Group and its ability to fund
future growth
Interest cover
13.1x
26.6
Net debt to EBITDA
1.48x
33
Non-financial KPIs
Commentary
Link to remuneration
EPS is linked to remuneration
as a measure used in annual
incentive awards and the
Vesuvius Share Plan
KPI
Performance
Zero workrelated
injury and
illness
Reduce injuries
Lost time injury frequency rate*
Maintain
strong
innovation
pipeline
R&D spend
Reduce
energy use
and carbon
emissions
Total energy
consumption
1.8
2013
1.8
2012
1.8
*Work-related illness or injuries which resulted in
an employee being absent for at least one day
per million hours worked.
ead more
R
on p88
R
ead more
on p89
2014
Total R&D spend* £m
2014
26.1
2013
25.4
2012
23.7
*Constant 2014 currency.
Gas use
-4.36%
Electricity
+0.19%
Building a holistic management perspective
KPI monitoring
Our Board and management regularly monitor both financial and
non-financial performance indicators to measure performance
against strategic objectives. The Board reviews this as part of its
governance and risk management processes.
Working capital performance
is linked to remuneration
through the working capital
“kicker” applied to annual
incentive awards
Read more
on p87
Read more about Governance on p56-97
Read more about Remuneration on p75-93
Read more about Risk management on p22 and 23
Our performance
Delivery of value to
shareholders is linked to
remuneration through the
Vesuvius Share Plan, which
links the vesting of 50%
of each award to total
shareholder return
Objective
34
Operating review
Steel division
Providing Flow Control and
Advanced Refractories solutions
for the global steel industry.
Steel revenue £m
£981.4m
-3.5%
2014
1,017.5
2012
1,017.3
Steel trading profit £m
£96.4m
+8.5%
2014
2013
2012
96.4
88.7
83.1
Steel return on sales %
Our products represent a relatively small
proportion of the input costs of our customers
(e.g. less than 1% for a steel producer)
but their performance is critical to their
production processes. Therefore, customers
demand high quality and consistent products
for these most demanding of applications.
Vesuvius is a global leader in molten metal
flow engineering and we achieve this by
9.8%
+109bps
2014
2013
2012
Turbulence modelling
The two product lines that comprise the
Steel division are Steel Flow Control and
Advanced Refractories.
Our Flow Control products are used
extensively in the continuous casting process.
This process enables steel originated in a
blast furnace or electric arc furnace to be
cast directly into slabs or blooms without
interruption, while remaining protected
from the atmosphere when passing through
the production process. Avoiding this
atmospheric contact significantly reduces
contamination levels in the steel. Vesuvius
products have a short service life (often a
matter of a few hours) due to the significant
wear caused by the high temperature,
high thermal cycling and the erosive and
corrosive environment in which they operate.
The quality of our products impacts both
on the quality of the finished metal being
produced and on the productivity, profitability
and safety of the customer’s process.
981.4
2013
The Steel production process
and Vesuvius
9.8
8.7
8.2
Vesuvius also supplies the steel industry
and other process industries with advanced
refractory materials used for lining vessels
such as blast furnaces, ladles and tundishes to
enable them to withstand high temperatures
and/or corrosive attack. These refractory
lining materials may be supplied in the form of
powder mixes, which are spray-applied or cast
onto the vessels to be lined (“monolithics”) or
in pre-cast shapes and bricks.
Vesuvius has developed close, collaborative
relationships with customers and, due to the
specialised nature of our products and the
high volume in which they are consumed,
has developed a global network closely
aligned with customer locations. Through
this network we develop customised
refractory systems, services and technologies
that enable our customers to enhance
their performance.
Customers of the Steel division are principally
steel producers and manufacturers of steel
production equipment. In addition, we supply
other high temperature industries such as
petrochemicals and cement, and therefore
around 10% to 15% of revenues in the
Steel division arise from non steel-related
process industries supplied by the Advanced
Refractories product line.
Turbulence modelling
Vesuvius has invested in
computer simulation and
water-modelling capabilities to
predict the flow of steel in the
continuous casting process
Flow
Impact pad
(Turbostop*)
working closely with our customers to
develop customised refractory systems,
services and technologies that enable them
to improve their performance.
Molten metal
Turbulence
35
Steel Flow Control
We continue to develop our dispersed
manufacturing base, across which we are able
to deploy our significant process improvement
expertise. This, together with investments
made in process technology, has enhanced
both our productivity and product quality.
“In a year with positive revenue
from all our regions we
continued to invest in innovation
and high technology solutions
for customers.”
The global steel market in 2014
According to the World Steel Association
global steel production in 2014 increased
by approximately 1.1% compared with the
previous year. The overall market growth
was driven mainly by increased production
in the European Union (1.8%), North
America (2.0%), and China (0.9%). These
increases were partially offset by output
declines seen in Ukraine (17.1%) and South
America (1.4%).
Chris Abbott President, Flow Control
Financial performance in 2014 Steel Flow
Control reported revenues of £544.8m
for 2014 representing a 2.0% decrease
on the previous year, due to currency
market headwinds. On an underlying basis
revenue was up by 4.3% on 2013 levels.
All of our operating regions made a positive
contribution to revenue growth, including
those which experienced declining steel
production. We were able to overcome
any underlying market weakness through
the strength of our customer relationships
and the increasing penetration of our
product offering.
We maintain tight control of costs to ensure
our prices are competitive for the high levels
of quality we deliver to our customers.
The introduction of the Lean process model
in our manufacturing locations continues to
improve margins by offsetting inflationary
pressures. For example, we estimate that
£4m was saved in 2014 as a result of Lean
initiatives in our Flow Control product line.
During the year we gave particular focus to
improved process yields, energy efficiency
and productivity and we remain committed
to driving efficiencies within our supply chain
and logistics operations, making use of our
network of Lean engineers.
New technologies drive value for our
customers In order to meet our customers’
demands, as indicated by our KPI on page
33, we undertake a programme of research
& development that is unparalleled within
our industry, and which leverages the
breadth of our experience and global reach.
Our research efforts are focused on a small
number of centres of excellence, allowing
us to concentrate knowledge for maximum
effectiveness. Product development
takes place in parallel at development
centres established in all major markets,
a geographical spread that allows our
development teams to get closer to our
customers and to address their immediate
requirements in a timely fashion.
Steel Flow Control products
Isostatically pressed
alumina graphite
Extruded clay
graphite product
ranges
Temperature
measurement
Purging systems and
control devices
regulating steel flow
VISO™
VAPEX*
Accumetrix*
R.A.D.A.R.*
Robotic Tube Changer
A robotic arm changes a pre-heated
tundish shroud.
Our performance
As both Flow Control and Advanced
Refractories products are consumables,
steel production volumes are the critical
driver of demand for the Vesuvius Steel
division. This is particularly true in the
production of higher quality steels where
the use of our highly technical products in
the enclosed continuous casting process
are most valuable. Steel producers are
continually striving to enhance their
processes to improve production through
less downtime, to reduce labour costs, to
increase steel quality, reduce energy usage,
and reduce reworking through thinner
slab casting. As a consequence they make
increasing use of our solutions helping them
to achieve better productivity, quality and
safety. Hence our sales progress at a higher
growth rate than steel production volumes.
36
Operating review Steel division continued
In 2014 we expanded our Flow Control
Systems facility in Ghlin, Belgium, whilst
also increasing the resources allocated to
developing mechatronic solutions for the
steel industry. In addition, we initiated
investment in a new, state-of-the-art
research facility in Pittsburgh, USA, which
is due to be completed in early 2016.
All our Flow Control products are
developed to create value for our customers
by improving the efficiency of their
manufacturing processes and the quality
of their end products. Recently introduced
new products and solutions underline this
philosophy, notably our innovative technical
solutions around the continuous caster.
The latest robot compatible Tundish Tube
Changer (product code SEM3085™) and
the initial variants in our new Robotic Casting
Technology range continue to perform well,
with the first 100% robotic installation now
fully operational in Korea.
This solution will be further enhanced in 2015
with the installation of robotic capability on
the Ladle Operating Platform, which will
integrate oxygen lancing, temperature
and gas measurement, tundish powder
feeding and refractory installation. Further
significant contracts for SEM3085™ have
been secured in China, Europe, India and
South America setting the scene for future
robotic installations.
Creating value through specialised
technical services In addition to our
broad range of Flow Control products, we
are developing a growing revenue stream
from technical and advisory services to
the steelmaking industry. Our investment
in leading edge modelling and simulation
capabilities, combined with our intimate
understanding of our customers’ processes,
means we are ideally placed to create bespoke
systems and refractory designs that will
optimise the flow of molten metal within
the tundish and mould.
Our Technical Services capabilities have been
significantly enhanced by the acquisitions
in recent years of SERT Metal, AVEMIS
and Metallurgica. All are now integrated
within our organisation, while 2014 saw
the purchase of ECIL Met Tec, which further
demonstrates the opportunities that can
be captured through the acquisition of
complementary businesses.
This bespoke solution has been made possible
through combining the knowledge and
expertise of Vesuvius with the synergistic
capabilities of AVEMIS, ECIL Met Tec, SERT
Metal and Metallurgica.
We will continue to enrich our technical
services offering in the medium term,
notably through providing our most
advanced customers in the metal casting
field with decision critical, process enhancing
information. This will be delivered through
a range of data capture and interpretation
applications.
Strategies to maintain our future growth
Future business growth momentum will
primarily come from two areas:
• Marketing our innovative, high value process
enhancing products and services
• Further penetrating developing markets.
The success of our business will rely on our
ability to market the innovations we develop
We are developing new capabilities to
to the wider audience of customers we
monitor flow characteristics at various points
believe can benefit from them. On a practical
in the steel casting process, together with
level, this requires investment in industrial
data feedback systems and control schemes
marketing and value capture analysis. In 2014
for real-time optimal flow control throughout
we strengthened our industrial marketing
the entire casting sequence. A number of
capabilities by creating a Solutions Group
solutions incorporating these capabilities have
that uniquely combines steelmaking process
commenced “alpha testing” with customers
knowledge, refractory modelling and
and are due to be launched later this year.
expertise in simulation and equipment. We
In addition, 2015 will see the installation at a
have also introduced a bespoke customer
customer’s site of a truly unique solution that
management tool that will allow us to
incorporates data capture, process monitoring better understand, quantify and target
and control, robotics, gas and temperature
the development of our unique, valuemeasurement, refractory systems and
creating solutions.
associated refractories.
SEM3085™ Tube Changer
A Tube Changer in operation.
37
In 2014 we successfully completed
commissioning and production ramp-up
of a new manufacturing facility in Brazil,
designed to improve the efficiency of
raw material processing. The plant now
enables us to make greater use of local
raw materials, shortening lead times,
reducing working capital requirements
and improving production flexibility.
Advanced Refractories
“We continue to focus our
portfolio, invest in R&D and
support growth initiatives in
developing markets.”
In 2015 we will further invest in the
expansion of our manufacturing footprint
for isostatic pressing in China, together
with investing in additional mould flux
manufacturing capacity in India.
Tanmay Ganguly President,
Financial performance in 2014 Advanced
Refractories reported revenues for 2014
totalling £436.6m, a decrease of 5.5%
compared with 2013. On an underlying basis
the year-on-year revenue increase was 4.5%.
Financial performance improved globally,
despite tough trading conditions in certain
markets – notably in Eastern Europe –
which were impacted by political unrest.
Our revenue performance reflects the results
of a restructuring that has taken place within
the division in recent years. This has involved
divesting non-core activities and realigning
the business.
This process continues to be implemented,
with a focus on improving business
performance by expanding our efforts in
value selling, training, brand and product
rationalisation, together with exiting lowmargin or higher risk activities.
At the beginning of 2014, Advanced
Refractories embarked upon a major effort
to implement the latest advanced quality
planning techniques in our production
facilities as part of the roll out of our wider
Lean initiative. This is already having a positive
impact on margins.
We are investing in research & development
on a regional basis in China, India and Eastern
Europe, together with adding personnel and
equipment in the Middle East. Our aim is to
support growth initiatives in the emerging
markets, capitalising on the investments
that were made in production facilities
during 2013.
Advanced Refractories products
Wet spray and dry vibratable
monolithic working linings
Alumino-silicate and magnesia
carbon bricks
Ingot heading
Products
Anydrous tap
hole clay plastics
Basilite*
Basivibe™
Tundex*
Sillmax*
Stein*
Supermag*
Profax*
Litefax™
Stelotol*
Surtap™
Kingtap™
Alumino-silicate monolithic
plastics, forming, gunning
and shotcrete repair castables
Precast monolithic refractories including
precast ladle bottoms and tundish
furniture systems
Monolithic magnesia gunning repair materials.
Refractory monitoring, automated application equipment
and installation services. Insulating fibre composites
CriterioN*
Surgun*
Blu-Ram*
Foscast*
Cergun™
Lavagard™
Alugard*
Numax*
ELBY*
Turbostop*
Basigun*
Gundol*
Super #3000*
ALugard*
Hydra-max*
Lithogard™
Our performance
Capturing growth in developing
markets The emerging markets are large
producers – and consumers – of steel. For
example, Asia now accounts for some 68%
of world steel production, compared with
47% a decade ago. To support our growth
in these markets we maintain a strong
regional manufacturing capability which,
combined with local product development
centres, places us within easy reach of our
developing market customers.
38
Operating Review Steel Division continued
As our trading environment remains very
competitive, we continue to focus on
optimising cost and quality within our supply
chain. Our global purchasing organisation
deals only with approved suppliers, and is
constantly seeking opportunities to combine
reliably high quality raw materials with longterm price stability. Dual sourcing of materials,
while maintaining consistent quality, remains
an active ongoing initiative.
We also use our developing technical services
offering to differentiate us from low-tech
commodity suppliers with limited technical
support. The acquisition in 2014 of Process
Metrix – together with ongoing projects
relating to intelligent camera systems and
temperature measurement – will further
enhance our ability to expand and broaden
our technical solutions into all metallurgical
segments.
A trusted partner Advanced Refractories
focuses on providing best-in-class products
and application equipment supported by
highly experienced and trained technical
personnel. The business enjoys numerous
total material supply contracts, in which the
customer hands over its entire refractory
needs to Vesuvius, and we in turn take full
responsibility for cost and consistency.
The strength of our customer relationships
also derives from proximity: our teams are
located close to our customers and our people
are frequently deployed at our customers’
sites, providing on-the-spot help and advice.
• A further expansion of our best-in-class
Gard™ family of products, notably
Innovative solutions for our customers
in aluminium (Alugard*) and cement
Value creation for customers is a fundamental
(Lithogard™) markets
performance driver for the Advanced
Refractories business. Enhanced innovation
• Utilisation of newly-acquired laser
delivery is central to this process: as such we
technology from Process Metrix for
have introduced a fully integrated innovation
several total ladle contracts, enhancing
delivery system that combines idea generation
performance and improving the clarity
(ideation), our advanced, bespoke customer
of future technology requirements
management tool and our reinvigorated new
product introduction process.
• Development and testing of a new range
of brick products for steel ladles. These
In addition, our worldwide research &
enhance the thermal behaviour of the
development effort is now organised under
refractory, reduce the potential for carbon
a single global manager, with closer links to
pick-up and improve overall refractory life
our marketing and technology, sales and
manufacturing teams. Through this structure • Further development of our automated
we can quickly define and prioritise innovative
robotic application, which is deployed to
refractory and process improvements, then
ensure safe and consistent application of
deliver them to our customers at a much
our advanced refractories in the tundish
faster pace. Several key innovations have
• Expansion of the Elby*, our Engineered
already reached the latter stages of this
Ladle Bottom Yield programme, into South
new process.
America and Asia. Investments in future
Elby* production capacity are planned as
a result.
Process Metrix
laser technology
Following our acquisition
of Process Metrix in
2014 we are using laser
technology in several
customers’ plants.
Elby* ladle bottom
in service
We are expanding
our Elby* production
programme into South
America and Asia.
Ladle
A leader in refractory technology In
2014 we made progress with a number of
technological developments in line with
Group strategy. They included:
High
resolution
laser
39
Operating review
Foundry division
The global foundry industry in 2014 The
foundry market was significantly impacted
Our Foundry division trades under the
by difficulties within the mining industry,
Foseco brand, a world-renowned name
which resulted from the general decline in
that has become a by-word for reliability,
commodity and precious metal prices. We
technology and service. The division generates
saw reduced investment in all mining, notably
approximately one-third of total Group
in the USA, Brazil, Indonesia and Australia,
revenue and is an acknowledged world leader
with delays to new projects resulting in
in the supply of consumable products and
reduced activity for foundries producing
associated services to the foundry industry.
castings for the mining process as well
Some 40% of worldwide castings (and a
as those used for related equipment
similar percentage of the revenue for the
and vehicles.
Foundry division) are produced for the vehicle
The light vehicle (i.e. passenger cars and
sector, comprising light vehicles (passenger
light trucks) industry picked up in 2014, with
cars and light trucks) and heavy trucks.
global production up by 2.2% year-on-year.
Other end-markets for foundry castings
Light vehicle production in Northern Europe
include machinery for the construction,
trended slightly above average (at 2.3%) and
agriculture and mining industries, power
NAFTA light vehicle and heavy truck output
generation equipment, railroad and general
increased by 4.7% and 16.7% respectively.
engineering. Our customers include the
However, South America continued to
world’s major automotive OEMs, truck
producers and manufacturers of construction, struggle, particularly Brazil, which recorded
production decreases of 20% for light
railroad and mining equipment. Whilst the
vehicles and 14.7% for heavy vehicles.
products Foseco supplies typically represent
less than 5% of a foundry’s production cost,
they contribute significantly to improving both
product quality and manufacturing efficiency,
while reducing the environmental impact of
the casting process.
Vesuvius in the foundry industry
Glenn Cowie President, Foundry
Foundry revenue £m
£463.0m
-6.1%
2014
2013
463.0
493.0
2012
530.2
Foundry trading profit £m
£46.4m
-9.5%
2014
46.4
2013
2012
51.3
48.2
Foundry return on sales %
10%
-35bps
2014
2013
2012
Foundry products
10.0
10.4
9.1
Feeder
sleeves
Ceramic
foam filters
Refractory coatings for
moulds and cores
Aluminium
metallurgical control
FEEDEX*
KALMINEX*
KALMIN*
SEDEX*
SIVEX*
STELEX*
RHEOTEC*
HOLCOTE*
ISOMOL*
FDU*
MTS™
COVERAL*
Process for the
production of
ductile iron
Crucibles for the
melting and holding of
non ferrous alloys
INITEK*
DIAMANT*
KING-CARB*
TERCOD*
Our performance
“In a year of mixed end-markets
we continued our strategic
focus on marketing and
technology, investment in R&D
and development of high quality
production facilities.”
40
Operating review Foundry division continued
On a global basis, heavy truck and railroad
production decreased by a combined 2.1%
against 2013 levels, with the railroad industry
being another that suffered due to reduced
mining activity.
We also experienced political and economic
instability in some markets where we
traditionally experienced good volumes and
margins such as Ukraine, Thailand and Brazil.
Financial performance in 2014 Underlying
revenue in the Foundry division increased
1.8% year-on-year, and underlying
profitability was maintained as a result
of a series of self-help measures to offset
the marked impact of reduced activity in
traditionally higher margin emerging markets.
The worldwide foundry market grew
moderately supported by the progression
in light vehicle output in North America,
Europe and China. However, it was affected
by the continued reduction of investment
spending in the mining sector as well as a
severe downturn in the auto sector in Brazil
and Thailand. Coupled with the political
instability in Ukraine, this affected sales in
Brazil, Australia, South Africa, Thailand and
Indonesia.
We achieved a solid performance in North
America, benefiting from increased light
vehicle and truck production of 4.7% and
16.7% respectively. However, this was offset
by reduced foundry activity in Brazil which
experienced a 20% drop in light vehicle
production and a 14.7% reduction in heavy
vehicle output, and by considerably reduced
mining activity, a small but nonetheless
traditionally high margin end-market.
Revenue in Europe increased by 3.8%, driven
by a 3.8% increase in light vehicle production,
and despite lacklustre truck production
especially in Northern Europe which saw
a decrease of 11.1%.
In Asia-Pacific, we benefited from 6.1%
growth in Chinese light vehicle output but
this was offset by a reduction in automotive
production in Thailand, the impact of a ban
on the export of metallic ores from Indonesia
and continued deterioration of castings
activity produced in the Australian mining
industry.
Foundry R&D
Researching casting methods
and materials at our new stateof-the-art Foundry R&D Centre
in Enschede.
Construction of phase one of a new
manufacturing plant for foundry products in
Changshu, China was completed during the
year and was fully operational from Q4 2014.
More than 40% of global foundry castings
are currently produced in China, so this
represents a very important growth market
for us. In addition, the new R&D facility
located in Enschede, Netherlands was opened
in late 2014 to drive product innovation and
further growth.
Partners in value creation Our business
strategy, which we call Performance
Partnership, builds on the Vesuvius business
model, and on generating the greatest
possible value for our customers, helping
them deliver higher quality castings and
enhancing their foundry processes and
efficiency.
As the global foundry industry evolves, this
approach enables us to capitalise on our deep
understanding of customers’ priorities for
growth and process improvement, as well
as on our excellence in product innovation.
41
Our global reach Our worldwide presence
forms the foundation of our business model.
We embed technical experts at numerous
customer premises, which allows them to
identify potential process improvements in
cooperation with their host customers.
The net result is that we are able to ensure
all our customers receive solutions that
are tailor-made to their specific needs and
opportunities, supplied on a reliable, just-intime and competitively priced basis.
From a Foundry perspective, this model is:
• Resilient to end-market cycles, due to the
flexibility of our diversified manufacturing
footprint and adjustable cost base
• Commissioned our state-of-the-art sleeves
and coatings plants in Changshu, China
• Opened our new, world class research
& development Centre in Enschede,
Netherlands
• Undertook a global review of the Foundry
market to inform and challenge how we
react to the actions of competitors
• Restructured our global management
and Marketing & Technology teams, to
support our focus on market segmentation
and the investments we’ve made in
research capability
• Developed aggressive growth plans for
NAFTA, focusing on clean steel and new
market penetration
• Expanded steel filtration capacity in Japan,
with new filtration products set for launch
in 2015.
• Profitable, as it allows value pricing for
bespoke products
• Growth generating, as we can grow
markets by creating additional innovative
products and solutions.
Foundry Sales £/T of total market casting (2014)
Northern Europe
South America
Japan
NORAM
CEME
India
China
40
35
30
25
20
15
100%
10
5
0
Steel
Ductile Iron
Aluminium
A focus on developing markets Potential
revenue per customer and per tonne of
castings produced is strongly influenced by
the technical sophistication of the customer,
the end-market for the casting and the
processes used in its production. These
factors tend to correlate with the level of
industrial development taking place within
each market, plus the corresponding capital
investment in the foundry. Therefore we see
significant growth potential in markets where
industrial development continues to gather
momentum, particularly certain parts of
Eastern Europe and Asia.
As such, we are expanding our network of
technical sales staff and application engineers
within developing markets, ensuring that
customers there have local access to our high
levels of locally available technical support.
Our performance
In addition, we have established a network
of technology centres, in which we have
amassed the expertise to develop solutions
that incorporate engineered systems and
high value consumables. These solutions are
industrialised by our geographically dispersed
manufacturing base, which leverages our
global expertise whilst being deliberately
located as close as possible to our customers.
Strategies to maintain our future growth
We commenced and/or completed several
key strategic actions in 2014:
42
Section Three: Our Responsibility
43
3
Section Three
Our Responsibility
In this section
44 Corporate Responsibility
46Safety
49Sustainability
52 Human Resources
Our Responsibility
44
Corporate Responsibility
Understanding and meeting
our responsibilities enhances our
performance. We recognise that
our operations impact a wide
community of stakeholders,
including investors, employees,
customers, business associates
and local communities, and
that appropriate attention to
the fulfilment of our corporate
responsibilities supports the
creation of long-term value
for our shareholders.
Vesuvius employs nearly 12,000 people,
with manufacturing facilities in 26 countries,
serving customers all over the globe. Our
employees’ engagement with our values,
strategy and culture is vital to the success of
the Group.
Our values
Our five corporate values, which direct our
everyday behaviour at work, are:
Creativity Our commitment to technology
and quality is the basis for our competitive
advantage. Creativity allows us to develop
innovative solutions and continuous
improvements that generate value through
performance enhancement.
Cooperation Encouraging internal and
external cooperation is the behaviour which
enables us to create unique solutions with our
partners. Through cooperation, each Vesuvius
employee is committed to the success of their
community of colleagues and customers.
Reliability Our solutions involve us in critical
aspects of our customers’ manufacturing
processes. Our commitment to deliver
consistent products and service gives them
the level of confidence they require.
Integrity At the heart of our promise lies the
trustworthiness of all Vesuvius employees
in their acts and words. Integrity, honesty
and transparency are essential in all our
exchanges.
Embracing diversity Vesuvius is a global
Company built upon a true respect for local
customs and experience. We recognise and
embrace the potential for creativity that
comes from the coexistence of so many
different cultures.
The best examples of how our employees
demonstrate our values are celebrated
once a year during the Living The Values
(“LTV”) Awards ceremony which brings
together employees from around the globe
to celebrate their outstanding individual
contribution to the implementation of
Vesuvius’ values.
Code of Conduct
Vesuvius has a Code of Conduct, which has
been distributed throughout the Group and
by which all our businesses are required to
operate. The Code of Conduct emphasises
the Group’s commitment to compliance
with the highest standards of legal and
ethical behaviour.
The Code of Conduct sets out clear and
simple principles covering: customers,
products and services; employees; investors;
society and local communities; health, safety
and the environment; conflicts of interest;
and competitors. Maintaining a reputation
for integrity in all business and other dealings
both with customers and suppliers remains
critical to Vesuvius.
Vesuvius LTV Awards 2014
Each year, every employee can
nominate another employee or team
to recognise exemplary working
behaviour in line with our values.
In 2014, over 100 nominations were
received. These were reviewed by
a selection committee and the best
selected for recognition at our LTV
Awards ceremony.
20 awards were made in 2014,
bringing together employees from
all geographies of our business to
celebrate the Vesuvius values.
45
The Code of Conduct recognises that
the pursuit of the highest possible ethical
standards must be as much a part of our
culture as any other facet of our operations,
and emphasises our commitment to the
performance of our business in accordance
with these standards.
The Code of Conduct is available on the
Company’s website www.vesuvius.com.
The Company operates a business concern
helpline where employees can raise concerns
anonymously, if they wish, knowing that
these will be investigated and acted upon.
No employee will ever be penalised or
disadvantaged for reporting a legitimate
concern.
Training programme
Vesuvius seeks to be a good corporate citizen
wherever it does business and respects local
concerns, customs and traditions.
The Group has a Human Rights Policy,
which supplements the Code of Conduct
and has been approved by the Board. It
reflects principles contained within the
United Nations Universal Declaration of
Human Rights, the International Labour
Organisation’s Fundamental Conventions on
Labour Standards and the United Nations
Global Compact.
The Policy is applicable to all employees of
Vesuvius and its subsidiaries. It sets out the
principles for our actions and behaviour in
conducting our business affairs and provides
guidance to those working for us on how we
approach human rights issues.
The Policy sets out the Group’s commitment
not to discriminate in any of our employee
practices and to offer equal opportunities
to all. The Group respects the principles of
freedom of association and the effective
recognition of the right to collective
bargaining and opposes the use of, and will
not use, forced, compulsory or child labour.
Unicycling in China
One of the four projects introduced
as part of the well established
Vesuvius China “Energising CSR”
programme where Vesuvius has
worked in partnership with the
Suzhou Industrial Park Youth &
Children Centre to provide free after
school sports and entertainment
activities to local children.
Our Responsibility
During the year we continued to expand our
training programme on the Code of Conduct
and associated anti-bribery and corruption
policies. This comprises face-to-face training
and use of an e-learning module. To date
more than 2,500 employees have been
trained on anti-bribery and corruption issues,
focusing particularly on those who work with
customers, suppliers and public officials. We
continue to develop this process to help our
staff and counterparties to understand that
bribery and corruption will not be tolerated
in the performance of our business.
Corporate citizenship and Human Rights
46
Safety
Vesuvius remains committed to
protecting employees by reducing
and eliminating workplace hazards.
The safety of our staff and visitors
remains our greatest operational
priority. We measure the Lost
Time Injury Frequency Rate as
one of the key indicators of our
performance. Our aim is to identify,
eliminate, reduce and control
all workplace risks.
Safety leadership
Turbo.S: the next level
Safety is the first item on the agenda at all our
executive and management meetings. The
Group remains fully committed to continual
safety improvement with a Group Health
and Safety Policy stating clear objectives of:
The current phase of the Safety Breakthrough
initiative – Turbo.S – builds on the foundation
of Safety Breakthrough and includes a
strong focus on the standardisation of
all our repetitive activities. Turbo.S also
integrates good management practices in the
workplace, with a strong emphasis on the
need to implement an organisation which
accidents
repeat injuries harm to people
enables everybody to work to the same high
These objectives are pursued through a range standards in safety performance.
of policies, standards and procedures.
As part of the Turbo.S initiative:
0
No
No
Safety breakthrough
Vesuvius launched its first major change
programme in 2008. This global initiative was
designed to reduce the number of accidents,
fires, and lost time injuries, and to increase
safety awareness through greater employee
engagement. Our aim is to raise health and
safety performance to best-in-class levels
throughout the Vesuvius business. Safety
Breakthrough set a goal of attaining the
lowest level of accidents within our industry
sector with the ultimate goal of reaching
zero accidents throughout Vesuvius. The
reduction in our Lost Time Injury Frequency
Rate (“LTIFR”) from 9.8 to 1.8 over the period
of implementation of Safety Breakthrough
shows the significant improvements
this programme has delivered. ‘Safety
Breakthrough’ continually drives our approach
towards achieving these challenging aims.
Turbo.S features
The implementation and sharing
of best practices through Vesuvius
standards and other tools
Total employee involvement, with
the need for safety improvement
being driven at the most senior
levels of our business
A commitment to become a true
learning organisation, avoiding repeat
accidents and sharing lessons learned
Greater focus in future for customerfacing personnel to ensure that
we work to control risks faced
in customer locations as far as
is practicable
• Senior executives regularly lead safety tours
at all locations
• All severe accidents are formally reviewed
by the Group Executive Committee
• Employees are routinely engaged in
safety audits
• We invest significantly in safety training for
all employees, irrespective of their roles and
functions within our business
• All employees are expected to routinely
raise and implement safety improvement
opportunities; we focus on the number of
implemented ideas
• Safety standards are continually updated,
translated and deployed throughout
Vesuvius
• All injuries and dangerous occurrences are
analysed locally, with a formal presentation
of findings, root causes and improvement
actions cascaded through management.
47
One specific issue we are focusing on is
the safety of our employees who operate
at customer sites, where conditions can be
harsher and more complex to manage than
at our own sites. This is particularly true of our
operations in emerging markets where seven
of our 49 Lost Time Injuries occurred in 2014.
The chart below highlights progress to date
– we recognise the need for continued focus
on this area.
More globally, we have introduced the
following initiatives to try and improve our
safety performance:
• Every site has established their own
specific improvement plans, approved
by management
Vesuvius is using more stringent definitions
for Lost Time Injuries and “severe accidents”
than OSHA (USA). This includes all fires,
explosions and any major spill or other
chemical releases.
Accident information remains openly
available and summarised in an HSE database.
Completion of a full investigation report for
all significant incidents to identify the true
root cause is mandatory – in line with the
“no repeats” objective.
Safety audits
A key part of the Turbo.S programme is
to ensure that safety audits become an
established and sustainable part of the
Group’s ongoing safety efforts.
The audit programme involves employees
at all levels – from the Group Executive
Committee and safety specialists through
to local site management, employees and
contractors. Our programme to include
employees in safety audits as auditors started
in 2012. This has been very successful, and
in 2014 nearly two thirds of employees and
contractors were involved every month in
conducting audits.
Our Responsibility
• A health and safety survey programme is
assessing every manufacturing site on its
progress against consistent Group standards
for safety
Accident and incident reporting
and analysis A significant investment in time
and resources has been made over recent
years to develop robust, comprehensive and
timely reporting of accident and incident
information. As part of management
reporting, the Board receives a monthly
update on all Lost Time Injuries and severe
accidents.
• Process safety initiatives have been launched
on a number of critical processes, such as
isostatic press safety, electrical installations
and gas safety
• Turbo.S content has been revised
specifically for customer-facing personnel,
with a specific focus on risks in customer
locations and the use of Personal Protective
Equipment.
Safety Breakthrough is widely
communicated across the business
Lost Time Injuries per million hours worked
10
9
8
7
Daddy,
hands.
take care of your
6
5
4
3
2
Work safely,
remember she needs you
1
0
2007
2008
LTIFR 12 month rolling
2009
2010
LTIFR target
2011
2012
2013
2014
48
Safety continued
Safety improvements and sharing
lessons learned
A feature of Turbo.S is to become a true
learning organisation, avoiding repeat
accidents and sharing lessons learned
from serious issues using the “Red Stripe”
distribution process. A further development
of this tool is the new Safety Alert bulletin
which aims to share information on incidents
on a more timely basis.
The Safety Improvement Opportunity with
Permanent corrective Action (“SIOPA”)
initiative requires site employees to
identify safety problems/improvement
opportunities, which then require a formal
response including the implementation of an
improvement action. The Group has annual
targets for employee SIOPAs which are
continually reviewed. In 2014 we set ourselves
the goal of six SIOPAs per employee per year
which was attained.
Sharing safety Improvements with
our customers
In 2014, in a number of countries, we have
worked more closely with our customers
to ensure that we share best practices
and support safety improvement of
key customers.
This is a service we are happy to offer, since
it helps improve the safety of all people
working in the related locations.
Safety
Safety partnership with Hyundai
“Our support to Hyundai Steel through their safety
initiative of 2013/2014 demonstrates our important
role in contributing to a healthier and safer
workplace for our customers and their employees.”
William Coelho Area Director, Korea, Japan and Taiwan
Cooperation, reliability and integrity in
supporting customer safety improvement
needs Having developed a strong working
relationship with one of our key international
customers, Hyundai Steel, Vesuvius used its own
internal safety expertise to provide ongoing
support throughout 2014 to assist in promoting
greater awareness and focus on safety in high
risk areas of activity at Hyundai Steel’s plant.
In October 2013, an initial safety audit was
conducted by Vesuvius senior Health and Safety
management, focusing upon sharing Permit to
Work best practices. Recommendations were
shared with the customer related to increasing
safety focus and awareness.
In February 2014, a follow-up visit focused
on the continuous casting process and ladle
preparation, where effective improvement
recommendations were discussed with Hyundai
Steel’s management and solutions agreed and
implemented.
Safety leadership As well as Vesuvius’ local
management working closely with Hyundai
Steel’s area management, Vesuvius’ Chairman,
John McDonough visited Hyundai whilst this
work was being undertaken, so reinforcing our
commitment, at the highest level, both to health
and safety and to meeting our customers’ needs
over and above the supply of traditional productbased applications.
49
Sustainability
Vesuvius remains committed to
improving its environmental impact
by reducing, reusing and recycling
waste and improving energy
efficiency wherever economically
viable. The Board recognises that
good environmental management
is aligned with our focus on cost
optimisation and operational
excellence.
Vesuvius and its processes
Our customers and their processes
Under the Vesuvius and Foseco brands, we
deliver a large range of solutions that help
our customers improve the productivity of
their operations. These solutions also improve
the quality of our customers’ products and
reduce the environmental footprint of
their processes.
Thermal optimisation and reject reduction
are key factors in the processes for which
we supply solutions. Vesuvius contributes
to the reduction of its customers’ energy
usage and subsequent carbon dioxide
(“CO2“) emissions through insulating
materials, flow management, facilitating
extended manufacturing sequences and
reduced downtime.
Global GHG emissions
So what is Vesuvius?
In reporting GHG emissions, we have used
the GHG Protocol Corporate Accounting
and Reporting Standard (revised edition)
methodology to identify our greenhouse
gas inventory of Scope 1 (direct) and Scope
2 (indirect) CO2. We report in CO2 equivalent
(“CO2e”).
A responsible supplier 1.8 tonnes of CO2
are emitted for every tonne of steel produced.
In 2010 the iron and steel industry accounted
for approximately 6.7% of total world
CO2 emissions and 18% of industrial CO2
emissions. Additionally, approximately 10 kg
of refractory material is required per tonne of
steel produced.
Environmental monitoring
All our factory emissions are proactively
managed in accordance with local
regulations. Regular analysis of our operations
enables us to take appropriate action to
reduce our emissions and operate more
efficiently. The Group monitors its energy
consumption, worldwide CO2 emissions
and usage of water.
The Group also meets all of its obligations
in relation to the Carbon Reduction
Commitment Energy Efficiency Scheme
(“CRC”) and the Producer Responsibility
Packaging Waste regulations.
Energy conservation plan
The Vesuvius Energy Conservation Plan
was launched in 2011 with the objective of
reducing our normalised energy consumption
by 10% over the following three years. We
have continued to progress with a 3.63%
reduction in normalised energy intensity
and a 2.85% reduction in CO2e intensity
ratio achieved since 2013. Managing our
energy intensity is part of enhancing our
cost competitiveness. It also contributes to
improving the total environmental impact
of our customers.
In the foundry process, the average quantity of
molten metal employed is, as a worldwide
average, 2.5 kg per kg of good finished piece.
The solutions offered by Foseco can reduce this
ratio significantly below 2.0 kg of molten metal
per kg of good finished cast piece, driving a
considerable saving of CO2 emissions.
Vesuvius’ products reduce the energy
consumption of our customers and, as their
usage also increases the quality of customers’
products and reduces waste, they are
increasingly beneficial when energy costs rise.
Benefits are realised by:
• Working closely with customers to
improve processes through the supply of
technologically advanced consumables
to reduce energy intensity and the CO2e
intensity ratio
• Reductions in refractory usage per tonne of
steel produced by customers, from higher
quality longer service life
• An increase in the level of good castings
produced per tonne of metal melted
through improved mould design and the
application of molten metal filtration and
feeding systems
• Enabling lighter, thinner and stronger
components leading to lighter vehicles
and less energy consumption.
kg of CO2e
Methodology We have reported to the extent reasonably practicable on all the emission
sources required under Part 7 of the Accounting Regulations which fall within our consolidated
financial statements.
2013
2014
398m
384m
Scope 1 covers emissions from fuels used in our factories and offices.
Electricity, heat, steam and
cooling purchased for own use
103m
104m
Scope 2 relates to the indirect emissions resulting from the generation of electricity, heat, steam and
hot water we purchase to supply our offices and factories. We have used data gathered to fulfil our
requirements under the CRC Energy Efficiency scheme and emission factors from UK Government’s
GHG Conversion Factors for Company Reporting 2014 in the calculation of our GHG.
Total GHG emission
501m
488m
-2.6%
528
513
Emissions source
Combustion of fuel
and operation of facilities
Vesuvius’ chosen intensity measurement:
Emissions reported above, normalised
to per tonne of product output
Our Responsibility
The majority of our manufacturing processes
are not energy intensive and do not produce
large quantities of waste and emissions.
Total energy costs are less than 3% of
revenue, with only 2% of the total energy
requirements across the Group consumed
in the UK.
Greenhouse gas reporting
50
Sustainability continued
A responsible manufacturer Where
Vesuvius’ products are manufactured
using energy intensive processes, energy
management and CO2e intensity ratio
reduction are actively recognised as areas
of increasing importance. Through our
membership of the European Refractories
Producers Federation (PRE), currently chaired
by François Wanecq, we work closely with
other manufacturers to reduce the industry
carbon footprint. Most recently, a European
footprinting exercise has been completed for
refractories as part of the 2050 roadmap, with
the ultimate ambition of an 80% reduction
in the carbon footprint of the European
ceramic industry.
A responsible purchaser Fuel selection
is made carefully to account for current
and future cost trends, availability and
environmental impact. Vesuvius’ purchasing
professionals work closely with suppliers to
ensure the availability of raw materials and
their sustainable supply.
Sourcing of new plant and equipment takes
into account lifetime energy consumption in
order to deliver a lower energy intensity, lower
CO2e emissions and hence lower lifetime
running costs.
Steel Flow Control
Cold start: Flow control
technical ceramics
A new refractory technology has allowed the development
of materials with enhanced cold start capabilities.
This allows for a significant increase in the durability of the
ladle shroud, extending the life by up to 50%, using less
refractory, and offering significant material and cost savings.
The material also finds application in submerged entry nozzles
and shrouds where thermal shock failures resulting from poor
preheat practice or delayed strand starts can be avoided.
Thermal shock failures inevitably lead to premature sequence
termination with significant cost implications for the user, in
terms of reduced output, returned steel, and yield and quality
losses. The use of this material in tube changer applications
also avoids preheating the subsequent tubes, reducing energy
consumption.
Typical savings of the order of 21 T per year in wasted
refractory and 123 T CO2 per preheater per year can
be expected.
Energy efficiency and our customers
We launched our Energy Efficiency and CO2
Reduction project to foster the deployment
of energy efficiency and sustainable solutions
engineered by our technology departments.
A CO2 Impact stamp, in use since 2011,
highlights the most energy efficient solutions
in our portfolio of products and services.
The examples shown to the right are a sample
of the significant potential reduction in CO2
resulting from our actions.
Increased Durability
Cold start technology ladle
shroud designed for use with
the Ladle Tube Changer
P3298
C 100%
M 40%
Y 80%
K 15%
P3258
C
M
Y
K
50%
0%
40%
0%
51
Foundry
Cold start: Increasing tundish
operation efficiency
Furnace melt deck: Improving
productivity and efficiency
Vesuvius’ refractory engineers took a 40-tonne twin strand slab
tundish currently utilising a spray working lining and hot start
practice, and significantly reduced refractory and energy costs
and turnaround times. In addition this allowed the customer to
reduce the number of tundishes used in the cycle, to change the
working lining from spray to dry working lining, and change the
start-up practice from hot start to cold start.
The furnace melt deck and metal transfer area account for more
than half of a foundry’s energy consumption. Foseco’s patented
INITEK* process for the production of ductile iron has many
benefits for foundry operations which include:
Delivering to the customer:
• Improved casting quality
• Preparation time per tundish reduced by 125 minutes
• Reduced energy consumption
• Reduction of gas consumption, electric power (and
consequently CO2) used in tundish preparation
• Reduced emissions
• Significant reduction of the number of tundishes in rotation.
• Improved reliability and process control
• Reduced consumption of ferro alloys
• Reduced operating costs
• Reduced pig iron consumption – preserving natural resources.
A customer in North America (pouring 25,000 tonnes of ductile
iron castings per year) reduced the melting temperature of the
base iron in the coreless induction furnace by 35°C by utilising
our innovative INITEK* process. The reduced melt temperature
in combination with improved casting quality and a 10%
reduction in consumption of ferro alloys will provide a reduction
of 20.6 kg CO2 per tonne of shipped castings. This represents a
reduction of 515,000 kg CO2 per annum (5%) in CO2 emissions.
Increasing Efficiency
Cold start Tundish preparation
Improving productivity
and efficiency
Foseco INITEK* convertor
Our Responsibility
• Tundish operation labour per shift reduced from eight to four
• Increased productivity
52
Human Resources
Our mission is to help our
employees recognise, develop
and deploy their talent so that
Vesuvius is stronger in meeting
its strategic objectives and
remains the workplace of
choice for its employees.
Our records show us that Vesuvius has
unbalanced gender representation, in line
with other companies of our size and nature.
We are working hard to address this as part
of our Group-wide commitment to diversity.
Training on unconscious bias is being rolled
out and recruitment consultants are required
to provide balanced lists of candidates.
Hiring and resourcing
Performance and advancement potential are
critical areas of talent assessment. During
2014 the annual talent review cycle was
significantly enhanced to provide further
transparency on the talent available within
the business, to allow us to nurture this talent
and tailor personal development plans for
our employees.
Training and developing
Vesuvius is an equal opportunities employer.
As a business we value the advantages
gained from a workforce with diverse social
and cultural backgrounds.
Decisions on recruitment, career
development, training, promotion and other
employment related issues are made solely on
the grounds of individual ability, achievement,
expertise and conduct. These principles are
operated on a non-discriminatory basis,
without regard to race, colour, nationality,
culture, ethnic origin, religion, sex, sexual
orientation, age, disability or any other reason
not related to job performance or prohibited
by applicable law.
This initiative is supported by our deployment
of the Lominger Leadership Competency
Framework which uses a competencybased approach to people and performance
management.
Technical and business skills training
− HeaTt HeaTt is the Vesuvius technical
university. It is structured on five levels, from
“entry” to “expert”. Modules are designed
and delivered by our own internal staff, with
the introductory level giving an overview of
the business and the most advanced modules
being specialised by business unit, products
and applications.
The performance development cycle
Train and
develop
Review
and plan
Plan and
objective
setting
Manage
and coach
Retaining and motivating
Vesuvius recognises that job satisfaction
requires working environments that motivate
employees to be productive and innovative.
We therefore provide opportunities for
employee training and development to
maximise personal potential and develop
careers within the Group. Vesuvius is
managed on a decentralised basis and it
is the responsibility of the Vice President
Human Resources, together with the
relevant operational managers, to adopt
employment policies and practices that best
suit the size, style and geographical location
of specific operations. This management
structure allows our operations to respond
competitively to changes in the marketplace
and to develop and retain a strong sense of
identity, whilst benefiting from being a part
of a major international group.
Vesuvius values the feedback of its
employees. We keep employees informed
on matters affecting them directly and
factors relevant to Group performance.
Gender diversity
GEC member
Reward and
recognise
We continue to pursue the delivery of Wings,
our middle management development
programme designed in partnership with
the Vlerick Business School in Belgium. In
addition to this, new courses were added
to the Corporate Training portfolio in the
areas of Business Intelligence, IT, Quality
Management, Costing, Purchasing, and
Intercultural Awareness.
Female
Male
–
11
Total Female
11
0%
Male
100%
Senior management
9
102
111
8%
92%
Middle management
34
308
342
10%
90%
All other employees
1,445
9,883
11,328
13%
87%
Grand total
1,488
10,304
11,792
13%
87%
53
Development opportunities overseas
Human Resources
Project Columbus
Project Columbus was started in 2010 with the aim of rejuvenating
our cadre of technical experts and managers and providing sound
succession planning.
The goal of the programme is to create a layer
of young, internationally mobile managers,
who will be developed to be part of the
next management and expert generation in
Vesuvius. Every year a group of six recently
graduated engineers are hired and after having
spent three months in an operating company in
their own country, where they are familiarised
with the Vesuvius business, they are sent abroad
for a period of nine months. During these nine
months they work for a period of three months
in each Vesuvius business unit.
After completing the first year of their
employment successfully, they will be
offered further employment with Vesuvius,
preferably outside their own country or in an
international job.
Our Responsibility
Expatriation satisfies both a business need
and provides employees with important
opportunities to advance their careers. The
HR team’s work is the key mechanism for
identifying gaps within local operations and
matching these with the skills of employees
from other offices. Vesuvius has 30 employees
on long-term expatriate assignments. Many
others are working on similar short-term
assignments across the globe. However,
having a cadre of mobile senior managers is
not the only important element. Ensuring that
an individual’s talent is identified and nurtured
during the early stages of their career is also
part of our strategy. In September 2014, the
fourth wave of our Columbus programme
was launched. This involves three young
graduates from Poland and three from
Mexico. After three months in their home
countries, they will swap countries for a
period of nine months.
Since the start of the project, graduates from
Poland, Czech Republic, Brazil, India, Mexico
and China have participated in the programme
and from the total group of 24 participants,
19 are still employed with Vesuvius. The project
is currently in its fourth year introducing
three Polish and three Mexican graduates
to the Company.
Vesuvius employees worldwide
0.4
7
9
10
3
16
3
Employees
by employment
type
%
36
55
Salaried4,232
Hourly6,549
23
Employees
by business
unit
%
21
40
7
27
Temps1,011
Employees
by region
%
43
Flow Control 5,015
Foundry3,199
Advanced Ref2,740
Shared
Services796
China1,845
North Asia
Head Office 42
Europe4,754
India777
South
America1,220
NAFTA2,517
South Asia
343
336
54
Section Four: Governance
55
4
Section Four
Governance
In this section
56 Board of Directors
58 Group Executive Committee
60 Chairman’s governance letter
61 Governance report
67 Audit Committee
73 Nomination Committee
75 Remuneration overview
76 Annual remuneration report
86 Remuneration Policy
94 Directors’ report
97 Statement of Directors’ responsibilities
Governance
56
Board of Directors
1. John McDonough CBE Chairman
Appointed: 31 October 2012 Committees: Nomination (Chairman)
3. Chris O’Shea Chief Financial Officer
Appointed: 31 October 2012
Career experience: John was appointed as a Director and Chairman of the
Company on 31 October 2012. John was group Chief Executive Officer of
Carillion plc, the support services and construction firm, for 11 years until he
retired in 2011. Prior to joining Carillion plc he spent nine years at Johnson
Controls Inc. working for the automotive systems division, initially in the UK,
before moving to become Vice President of the division’s European operations
and ultimately to Singapore to develop the business in Asia-Pacific. He then
returned to the UK as Vice President of the integrated facilities management
division for EMEA. John served as Chairman of the Remuneration Committee
of Tomkins plc from 2007 to 2010 and as a Non‑executive Director of Exel plc
from 2004 to 2005. John was awarded a CBE in 2011 for services to industry
and is a British citizen.
Career experience: Chris was appointed as a Director of the Company on
31 October 2012, having joined Vesuvius earlier that year. Prior to joining
Vesuvius, Chris held a number of senior finance roles at BG Group, latterly
serving as CFO for the group’s businesses in Africa, the Middle East and
Asia. From 1998 to 2005 Chris lived and worked in the UK, the US and
Nigeria for Royal Dutch Shell in a variety of roles, including CFO for Shell’s
offshore exploration and production business in Nigeria. Chris is a Chartered
Accountant with degrees from the University of Glasgow and Duke University,
and has also worked for Ernst & Young. Chris is a British citizen.
Other appointments: He joined The Vitec Group plc in March 2012, and has
served as its Chairman since June 2012. He is also a Director of Cornerstone
Property Assets Ltd and Sunbird Business Services Ltd.
2. François Wanecq Chief Executive
Appointed: 31 October 2012
Career experience: François was appointed as a Director of the Company
on 31 October 2012. He previously joined the Cookson Group plc board in
February 2010. François has been the Chief Executive of Cookson’s Engineered
Ceramics division since October 2005. Prior to joining Cookson he held a series
of senior management roles at Arjo Wiggins Group and served as an Executive
Director of Arjo Wiggins Appleton plc from 1999 until it was delisted. From
1985 to 1995 he was Managing Director of the technical ceramics division of
the Saint-Gobain Group. François graduated from the École Polytechnique
and École des Mines de Paris and is a French citizen.
1
4. Jeff Hewitt Senior Independent Director
Appointed: 31 October 2012 Committees: Audit (Chairman), Nomination, Remuneration
Career experience: Jeff was appointed as a Director and Chairman of the
Audit Committee of the Company on 31 October 2012 having previously
joined the Cookson Group plc board in June 2005 where he was also
Chairman of the Audit Committee. Following the 2013 AGM, Jeff was
appointed as the Senior Independent Director. Jeff was previously Deputy
Chairman and Group Finance Director of Electrocomponents plc. Jeff is
a Chartered Accountant and is a British citizen.
Other appointments: Jeff is a Non-executive Director and Chairman of the
Audit Committees of Cenkos Securities plc and Foreign & Colonial Investment
Trust plc. He is also the Chairman of Electrocomponents Pension Trustees Ltd.
2
3
4
57
5. Nelda Connors Independent Non-executive Director
Appointed: 1 March 2013 Committees: Audit, Nomination, Remuneration
Career experience: Nelda was appointed as a Director of the Company
on 1 March 2013. She served as President and Chief Executive of Tyco
International, Electrical & Metal Products division (renamed Atkore
International in 2010) from 2008 to 2011, prior to which she spent six years
at Eaton Corporation, in a number of international management roles which
included nearly four years based in Shanghai. Nelda spent much of her early
career in the automotive industry working for Ford, Chrysler and Mogami
Denki, a Toyota supplier. During this period she undertook roles in general
management, engineering, quality, customer service and strategic planning
and worked in the US, Europe and Asia Pacific. Nelda is a US citizen.
Other appointments: Nelda is a Non-executive Director of Blount
International, Inc., Echo Global Logistics, Inc and Boston Scientific Corporation
and sits on the board of the Federal Reserve Bank of Chicago. She was
recently assigned to the Independent Takata Quality Assurance Panel
focused on the US airbag investigations. She is Chairwoman and Founder
of Pine Grove Holdings, LLC, a consultancy that provides advisory services
to private equity and investment firms and limited investments to small and
mid-sized businesses.
6. Christer Gardell Non-executive Director
Appointed: 31 October 2012 Committees: Nomination
Career experience: Christer was appointed as a Director of the Company on
31 October 2012 having previously joined the board of Cookson Group plc in
June 2012. Christer co-founded Cevian Capital in 2002, and continues to serve
as Managing Partner. On 3 March 2015, Cevian Capital held just over 21% of
Vesuvius’ issued share capital. From 1996 to 2001, he was the Chief Executive
Officer of AB Custos, the Swedish investment company. Prior to joining
AB Custos he had been a partner of Nordic Capital and McKinsey & Company.
He served as a Non-executive Director of AB Lindex until December 2007 and
of Tieto Corporation until March 2012. Christer is a Swedish citizen.
Other appointments: Christer is Managing Partner of Cevian Capital,
and Vice Chairman of the global Finnish technology and services company
Metso Corporation.
7. Jane Hinkley Independent Non-executive Director
Appointed: 3 December 2012 Committees: Remuneration (Chairman), Audit, Nomination
Career experience: Jane was appointed as a Director of the Company on
3 December 2012. Jane became Chairman of the Remuneration Committee
in June 2013. Jane spent a large part of her career working at Gotaas-Larsen
Shipping Corporation, the LNG shipping specialist which was listed on both
the London Stock Exchange and NASDAQ. She served as CFO from 1988
to 1992, and as Managing Director until 1997. In 1998 Jane was appointed
Managing Director of Navion Shipping AS, a company majority owned by
Statoil, the oil and gas company, a position she held until 2001. She previously
held the position of Non-executive Director of Revus Energy ASA, a Norwegian
exploration and production company. Jane is a Chartered Accountant and a
British citizen.
Other appointments: Jane is a Non-executive Director and Chairman of the
Remuneration Committee of Premier Oil plc, an oil exploration and production
company. She also serves as a Non-executive Director of Teekay GP L.L.C, the
international provider of marine transportation services for Liquefied Natural
Gas, LPG and crude oil, which is an NYSE listed partnership.
Governance
5
7
6
58
Group Executive committee
1. Chris Abbott President, Flow Control
Appointed: October 2008
Years with Group: 14
Career experience: Chris was appointed President Flow Control in October
2008. Having joined Vesuvius in 2000, Chris was appointed Vice President for
Manufacturing, QHSE, Engineering and Purchasing in 2002. Prior to joining
Vesuvius he held a number of senior industrial and manufacturing managerial
positions with Schlumberger’s UK and European businesses. He completed
an Engineering apprenticeship with the Wolseley Group whilst studying
Mechanical Engineering and Business Studies at the Birmingham Polytechnic.
Chris is based in Belgium and is a British citizen.
2. Patrick Bikard President, Operations
Appointed: January 2014 Years with Group: 6
Career experience: Patrick was appointed President Operations in January
2014 having been Vice President for Manufacturing, QHSE, Engineering
and Purchasing since February 2008. Since joining Vesuvius, Patrick has led
the Operations functions with an emphasis on improving safety, quality and
reducing inventories. Patrick worked for nine years in Renault, ending as
Director Production & Supply Chain of the Douai plant. This was followed by
senior operational roles at Alstom and Faurecia. He has wide experience in
creating value through customer focus, lean techniques, operations, change
management and continuous improvement. He is a graduate from École
Polytechnique, École des Mines de Paris and Cedep (INSEAD). Patrick is based
in Belgium and is a French citizen.
3. George Coulston Chief Technology Officer
Appointed: October 2013 Years with Group: 1
Career experience: George was appointed Chief Technology Officer in
October 2013. Prior to joining Vesuvius, George worked for Kennametal Inc
for nine years, where his most recent positions were VP Innovation Ventures
and VP Marketing. During his career George also worked for DuPont, in
research, manufacturing technology and new business development roles.
He has wide experience in R&D, managing projects and organisations with
additional experience in marketing and operations. George is a member of
the Product Development & Management Association and the Association
for Iron & Steel Technology. George has a BSc in Chemical Engineering from
the University of Connecticut, a PhD in Engineering and Applied Science from
Yale University and an MBA from the University of Pittsburgh. George is based
in Pittsburgh and is a US citizen.
4. Glenn Cowie President, Foundry
Appointed: November 2014 Years with Group: 33
Career experience: Glenn was appointed President Foundry in November
2014, having delivered significant change in business structure and
performance as President Advanced Refractories during the prior three years.
He started his career in Foseco South Africa in 1981, where he held several
technical and sales positions in both the Foundry and Steel divisions, before
becoming the Chief Executive Sub Saharan Africa. Glenn transferred to the
UK in an international Strategic Growth Initiative role and shortly thereafter
was promoted to Area Director Northern Europe, based in Borken, Germany.
Following a two-year period with Fosbel, he returned to Foseco in 2008 as
Vice President Foundry NAFTA, and subsequently the Americas. Glenn is a
diploma engineer in Metallurgical Engineering. Glenn is based in Cleveland
and is a South African and British citizen.
5. Tanmay Ganguly President, Advanced Refractories
Appointed: November 2014 Career experience: Tanmay was appointed President Advanced Refractories
in November 2014. Since joining Vesuvius in 2007, Tanmay led the refractory
business in India as Managing Director of Vesuvius India Ltd, and latterly as
Vice President Flow Control and Advanced Refractories, South Asia, where
he successfully improved both businesses’ revenue and profitability. He has
over 25 years’ experience in the chemicals, refractory and FMCG industries,
having held senior positions in Pillsbury India, General Mills (Pillsbury),
1
3
Years with Group: 7
2
4
5
59
General Mills India and Radhakrishna Foodland Pvt Ltd. Tanmay graduated
from the University of Kolkata with a degree in Business Administration and
is a Chartered Accountant of the Institute of Chartered Accountants of India.
Tanmay is based in Barlborough, UK and is an Indian citizen.
6. Henry Knowles General Counsel & Company Secretary
Appointed: September 2013 Years with Group: 1
Career experience: Henry joined Vesuvius as General Counsel & Company
Secretary in September 2013. Prior to joining Vesuvius, Henry spent seven
years at Hikma Pharmaceuticals PLC, a generic pharmaceutical manufacturer
with significant operations in the Middle East and North Africa, where he held
the roles of General Counsel, Company Secretary and also led the compliance
function. Henry trained and practised as a corporate lawyer with Ashurst in
London and Tokyo. He graduated from Trinity College, Cambridge with a
degree in Social and Political Science, and attended law school in London.
Henry is based in London and is a British citizen.
7. Luis Reyes President, Technical Services
Appointed: February 2015 Years with Group: 22
Career experience: Luis was appointed to the newly created position
of President Technical Services on 1 February 2015, to spearhead the
development of Vesuvius’ Technical Services offering. Technical Services
includes the recently acquired companies in the field of data capture, ECIL
Met Tec, Process Metrix and Avemis as well as the Accumetrix*/Accuoptix™
product lines, and forms one of the priorities of Vesuvius’ growth strategy.
Prior to joining the Group Executive Committee, Luis was Vice President
Flow Control NAFTA, based in Pittsburgh, and has been a key member of
that division’s management team since 1992. Luis is a graduate of ITESMMonterrey Tec. Luis is based in Pittsburgh and is a Mexican citizen.
8. Ryan van der Aa Vice President, Human Resources
Appointed: May 2013 Years with Group: 15
Career experience: Ryan was appointed Vice President Human Resources in
May 2013. Ryan joined Foseco in 1999 as HR Director Europe and, prior to its
acquisition by Cookson in 2008, was HR Director of Foseco plc for two years.
Before 1999, Ryan held several international HR management positions in
Indigo NV, HVA International BV and Berenschot Moret Bosboom. Ryan has
wide experience in international organisational development and change
processes, people development processes and international compensation
and benefits. Ryan has a Masters of Law Degree from the University of Tilburg,
Netherlands. Ryan is based in London and is a Dutch citizen.
9. Roel van der Sluis President, Vesuvius North Asia
Appointed: April 2012 Years with Group: 17
Career experience: Roel was appointed President Vesuvius North Asia in
April 2012. In November 2014 his remit was increased to include Foundry
operations in China, Japan and Korea. Roel joined Foseco in 1997 when they
acquired SMC Foundry Products from Metallgesellschaft AG where Roel led
the European foundry division. He then held roles in M&T Northern Europe,
Central Europe and the Middle East where he opened a number of new
markets for Foseco before moving to China, where he was based for three
years. Roel has wide experience in both the foundry and the steel industries
and is a member of the German foundry institute, VDG, and the Dutch
foundry institute NVVGT. Roel has engineering degrees from the Universities
of Delft and Utrecht in the Netherlands and holds an AMP from INSEAD in
France. Roel is based in Suzhou and is a Dutch citizen.
Governance
6
8
7
9
For CEO and CFO see p56
* Trademark(s) of Vesuvius plc registered in certain countries.
60
Chairman’s governance letter
again be fully compliant with the enhanced
guidance and disclosure requirements over
the 2015 financial year.
Board composition
“Strong corporate governance
is central to the delivery
of sustainable long-term
shareholder value.”
John McDonough CBE Chairman
In this section:
Board effectiveness on p63
Board accountability on p65
Audit Committee report on p67
Nomination Committee report on p73
Remuneration Committee report on p75
Dear shareholder,
On behalf of the Company, I am delighted
to present the 2014 Governance report. As a
Board we remain committed to applying the
highest standards of corporate governance
within Vesuvius. The Board continues to focus
on legislative and regulatory developments
and with the assistance of our advisers, we
ensure that the Board captures and applies
governance best practice, to enable us
to discharge our duties as stewards of
the Company.
During 2014 the Company was fully
compliant with the requirements of the UK
Corporate Governance Code. In response to
the changes introduced to the UK Corporate
Governance Code during the year, we
updated our Committee terms of reference
and other procedures to ensure that we will
As I have already reported in my opening
letter, Jeff Hewitt, our Senior Independent
Director and Chairman of the Audit
Committee, will step down following nine
years of outstanding service to both Cookson
Group plc and Vesuvius plc. Through the work
of the Nomination Committee, Hock Goh and
Douglas Hurt have been identified as new
independent Non-executive Directors both to
succeed Jeff Hewitt and also to supplement
and deepen the skills and experience available
at the Board table. I am extremely pleased
to welcome them both to the Board and
encourage you as shareholders to support
their election at the 2015 AGM. I believe that
the Board’s composition continues to fulfil
our requirements for expertise, experience
and diversity, and is well equipped to face the
continuing role of setting and managing the
strategic direction of the business.
Evaluation
In 2013, our Board evaluation identified
the importance of spending an appropriate
amount of time dedicated to Group strategy
and succession planning, particularly in light
of the time demands generated by increasing
and evolving governance and compliance
obligations on all listed companies. I can
confirm, as evidenced by our 2014 Board
evaluation, that these topics have received
extensive attention from the Board during
the year.
Succession
As a Board we will always keep our
composition and future succession
requirements under review, to ensure that
we are well prepared for the future needs of
the Company. In 2015 the focus of succession
planning will turn more to executive and
senior management roles. This will continue
to form a fundamental part of the Board’s
overall review of strategy and its successful
implementation.
Training
As part of its ongoing training and
development remit, the Board visited R&D,
manufacturing and customer facilities during
the year. The Board is provided with a training
schedule at each Board meeting and consults
with external advisers regularly and on
specific topics as the need arises. The Board
engages directly with senior management,
both through business presentations at the
Board, discussions at Board dinners and
through Board and individual Director visits
to operations. We will continue to do this
throughout 2015.
Risk
The methods by which we manage our
risks and assess their impact are constantly
reviewed and tested as part of our ongoing
risk management approach. We have a welldeveloped process that allows for regular
Board input and attention.
Looking ahead
In 2015 we will continue to develop both
as a Board and as individual Directors. We
welcome our new members and look forward
to contributing towards and overseeing the
development of Vesuvius over the next year
and beyond.
In 2014, the Board once again commissioned
an externally moderated evaluation of
the Board, its Committees and individual
Directors. The results showed that the
Board and its Directors continue to perform
Yours sincerely
effectively and were well supported by internal
and external resources. Matters identified
for specific attention in the 2013 Board
John McDonough CBE, Chairman
evaluation have been satisfactorily addressed, 3 March 2015
and the Board dynamics as a whole showed
an increase in effectiveness both individually
and collectively. It is considered that the Board
continues to deliver an open forum for debate
and considered decision making. Priorities for
the Board identified by the 2014 evaluation
remain the same – a continuing focus on the
delivery of Group strategy and securing the
future of Vesuvius through effective succession
planning and talent development.
61
Governance report
The Board of Vesuvius plc (the “Company”)
is responsible for the Group’s system of
corporate governance and is committed to
maintaining high standards and to developing
governance arrangements to comply with
best practice. This report describes the
Company’s corporate governance structure
and explains how, during the year ended
31 December 2014, Vesuvius has applied
the main principles of the September 2012
edition of the UK Corporate Governance
Code issued by the Financial Reporting
Council (the “Code”). Throughout the year
and up until the date of this report Vesuvius
was in full compliance with the requirements
of the Code. A copy of the Code can be found
on the FRC website at https://www.frc.org.
uk/Our-Work/Codes-Standards/Corporategovernance/UK-Corporate-GovernanceCode.aspx.
Roles and responsibilities of the Board
The Chairman and Chief Executive
Ultimate responsibility for the management of
the Group rests with the Board of Directors.
The division of responsibilities between the
Chairman and the Chief Executive is set out
in writing and was reviewed during the year
as part of the Company’s annual corporate
governance review. No amendments were
required. The interactions in the governance
process are shown on the schematic below.
The Board focuses primarily upon strategic
and policy issues and is responsible for the
Group’s long-term success. It sets the Group’s
strategy, oversees the allocation of resources
and monitors the performance of the Group
in pursuit of this, all within a framework of
prudent and effective control which enables
risks to be assessed and managed.
Board Committees
The principal governance Committees of
the Board are the Audit, Remuneration and
Nomination Committees. Each Committee
has written terms of reference, which were
reviewed and updated where appropriate
by the Board during the year. These are
available to view on the Company’s website
www.vesuvius.com.
The Board
The Board has a formal schedule of matters
reserved to it and delegates certain matters
to its Committees. It is anticipated that the
Board will convene on seven scheduled
occasions during 2015 as well as holding
ad hoc meetings to consider non-routine
business if required.
Governance structure
The Board
Senior
Independent
Director
Provides leadership and guidance for
the Board, promoting a high standard of
corporate governance. Sets the Board agenda
and manages meetings. Independent on
appointment, he is the link between the
Executive and Non-executive Directors
Acts as a sounding board for
the Chairman, an alternative
contact to the Chairman and
as an intermediary for other
Non-executive Directors. Leads
the annual evaluation of the
Chairman and recruitment
process for his/her replacement,
when required
Non-executive
Directors
(NEDs)
Chief Executive
Develops strategy for review and
approval of the Board. Directs,
monitors and maintains the operational
performance of the Company.
Responsible for the application of
Group policies and implementation
of Group strategy. Accountable to
the Board for Group performance
Exercise a strong, independent voice,
challenging and supporting Executive
Directors. Scrutinise performance
against objectives and monitor reporting
performance. Monitor and oversee
financial risk and controls, determine
Executive Director remuneration and
manage Board succession through their
Committee responsibilities
Company
Secretary
Advises the Chairman on
governance, together with
updates on regulatory and
compliance matters. Supports
the Board agenda with clear
information flow. Acts as a
link between the Board and its
Committees and between NEDs
and senior management
Governance
Chairman
Responsible for Group strategy,
risk management and policy
issues. Monitors the Group’s
progress against the targets set
62
Governance report continued
Committee
Role
Audit
Jeff Hewitt
All independent Non-executive
To monitor the integrity of financial
Directors
reporting and to assist the Board in
its review of the effectiveness of
the Group’s internal controls and
risk management systems
Jane Hinkley
All independent Non-executive
To determine the appropriate
Directors
remuneration packages for the
Group’s Chairman, Executive Directors,
and Company Secretary, and to
recommend and monitor the level
and structure of remuneration for
other senior management
The Chairman and any three
To advise the Board on appointments, John McDonough, the Chairman
Non-executive Directors
(except when considering his
retirements and resignations from
own succession in which case the
the Board and its Committees and
Committee is chaired by an appropriate
review succession planning and
Non-executive Director)
talent development for the Board
Remuneration
Nomination
Chair of Committee
Membership
In addition, the Board delegates certain responsibilities on an ad hoc basis to a Finance Committee and Share Schemes Committee, which
operate in accordance with the delegation of authority agreed by the Board.
Committee
Role
Finance
John McDonough, the Chairman
To approve specific funding and
treasury-related matters in accordance
with the Group’s delegated authorities
or as delegated by the Board
To facilitate the administration of
Any Board member
the Company’s share schemes
Share Schemes
Chair of Committee
Membership
The Chairman, Chief Executive, Chief
Financial Officer and Group Treasurer
Any two Directors or a Director and the
Company Secretary
The Group also operates a Group Executive Committee (“GEC”), which is convened and chaired by the Chief Executive, and assists him in
discharging his responsibilities. The GEC comprises the Chief Executive, Chief Financial Officer, the four business unit Presidents, the President
Vesuvius North Asia, the Vice President Human Resources, the Chief Technology Officer, the President Operations and the General Counsel &
Company Secretary. The Executive Committee met seven times during 2014 and is scheduled to meet eight times during 2015. Its meetings are
held between the London head office and major operational sites. Biographical details of the GEC members are set out on pages 58 and 59.
Board and Committee attendance
The attendance of Directors who served between 1 January 2014 and 31 December 2014, at the Board meetings and principal Committees of
which they were a member held during this period, is shown in the table below. The maximum number of meetings in the period during which
the individual was a Board or Committee member is shown in brackets.
Board
Chairman
John McDonough CBE
Executive Directors
François Wanecq
Chris O’Shea
Nelda Connors
Christer Gardell
Jeff Hewitt
Jane Hinkley
Audit Committee
Remuneration Committee
11 (11)
3 (3)
11 (11)
11 (11)
9 (11)1
11 (11)
11 (11)
10 (11)3
4 (5)1
2 (4)1
5 (5)
5 (5)
4 (4)
4 (4)
2 (3)1
2 (3)2
3 (3)
3 (3)
NOTES
1. Nelda Connors was unable to attend the meetings held in February for personal reasons, and was unable to attend the December meetings due to international travel issues.
2. Christer Gardell could not attend a later than scheduled Nomination Committee meeting held in October due to a prior commitment.
3. Jane Hinkley was unable to attend the Board meeting held at short notice in November due to telecommunications difficulties whilst overseas.
63
To the extent that Directors are unable to
attend scheduled meetings, or additional
meetings called on short notice, they receive the
papers in advance and relay their comments
to the Chairman for communication at the
meeting. The Chairman follows up after the
meeting in relation to the decisions taken.
BOARD EFFECTIVENESS
Board composition
The Board currently comprises seven
Directors – the Non-executive Chairman,
John McDonough CBE; the Chief Executive,
François Wanecq; the Chief Financial Officer,
Chris O’Shea; and four Non-executive
Directors, three of whom are deemed to
be independent for the purposes of the UK
Corporate Governance Code. Jeff Hewitt
is the Senior Independent Director. Henry
Knowles is the Company Secretary. In
addition, the Company has today announced
the appointment of two new Non-executive
Directors – Hock Goh and Douglas Hurt
– who will join the Board with effect from
2 April 2015. Jeff Hewitt will retire as a
Director of Vesuvius plc at the 2015 AGM.
Douglas Hurt will then become Chairman of
the Audit Committee and assume the role of
Senior Independent Director.
The Board will continue to review its structure
regularly to ensure that it comprises the
appropriate balance of skills, experience and
diversity, with an ongoing focus on ensuring
appropriate training and development
opportunities are provided for all Directors.
Committee composition is set out in the
relevant Committee reports. No one other
than the Committee Chairman and members
of the Committee is entitled to participate
in meetings of the Audit, Nomination and
Remuneration Committees, but others may
attend by invitation.
Appointments to the Board
Recommendations for appointments to
the Board are made by the Nomination
Committee. The Nomination Committee
follows a formal, rigorous and transparent
procedure for the appointment of new
Directors. Board appointments are made on
merit against objective criteria, selecting the
best candidate for the post. Non-executive
appointees are also required to demonstrate
that they have sufficient time to devote
to the role. The Nomination Committee is
responsible for reviewing Board succession
to ensure that plans are in place for the
appropriate refreshing and orderly succession
of Board members. Further information is set
out in the Nomination Committee report on
pages 73 and 74.
Time commitment of the Chairman
and the Non‑executive Directors
The Chairman and Non-executive Directors
each have a letter of appointment which
sets out the terms and conditions of
their directorship. An indication of the
The Board considers that half the Board,
anticipated time commitment is provided
(excluding the Non-executive Chairman)
in any recruitment role specification, and
namely Nelda Connors, Jeff Hewitt and Jane
each Director’s letter of appointment
Hinkley remain independent of management provides details of the meetings that they are
and free from any business or other
expected to attend, along with the need to
relationship which could affect the exercise
accommodate travelling time (particularly for
of their independent judgement. Christer
overseas trips). Non-executive Directors are
Gardell is Managing Partner of Cevian Capital required to set aside sufficient time to prepare
which holds 21.11% of Vesuvius’ issued
for meetings, and regularly to refresh and
ordinary share capital and is not considered
update their skills and knowledge. All Nonto be independent. He brings a wealth
executive Directors have agreed to commit
of commercial acumen to the Board. The
sufficient time for the proper performance
Chairman satisfied the independence criteria
of their responsibilities, acknowledging that
on his appointment to the Board. Biographical this will vary from year to year depending
details of the current Directors are set out on
on the Group’s activities. Directors are
pages 56 and 57.
expected to attend all scheduled Board and
Committee meetings and any additional
meetings as required. Each Director’s other
significant commitments are disclosed to
the Board at the time of their appointment
and they are required to notify the Board of
any subsequent changes. The Company has
reviewed the availability of the Non-executive
Directors and considers that each of them
is able to, and in practice does, devote the
necessary amount of time to the Company’s
business.
Governance
The Board’s policy on diversity focuses on
ensuring that both it, and its Committees,
have the appropriate range of diversity, skills,
experience, independence and knowledge
of the Company to enable them to discharge
their duties and responsibilities effectively.
The Board continues to look at diversity in
its broadest sense; this is reflected in the
range of backgrounds and experience of
our Board members who are drawn from
different nationalities and have significant
experience of managing complex global
businesses. We believe that it is important
to get the right balance of independence,
skills and knowledge, both on the Board and
across our businesses. The Board supports the
recommendations of Lord Davies’ report on
gender diversity and complies with the target
set for FTSE 100 boards.
The Board’s overall skills and experience, as
well as Non-executive Director independence,
were reviewed during the year as part of the
annual corporate governance review. The
Board’s composition also formed part of the
Board evaluation process. The Board considers
its diversity, size and composition to be
appropriate for the requirements of the
business. Two of the seven Directors (29%)
are women and three (43%) are non-UK
citizens.
64
Induction and training
A comprehensive induction programme
is available to new Directors. This is
tailored to meet the requirements of the
individual appointee, and includes visits to
manufacturing facilities, meetings with key
Group executives and introductions to the
Company’s principal external advisers, as
appropriate. Reference materials are provided,
including information about the Board, its
Committees, Directors’ duties, procedures for
dealing in the Company’s shares and other
regulatory and governance matters. Directors
are advised of their legal and other duties and
obligations as Directors of a listed company.
The Company Secretary monitors this process
and ensures that if, after a certain period
of appointment, new Directors feel that
they have not received sufficient induction
information, support for any subsequent
requirements is supplied.
The Chairman, through the Company
Secretary, continues to ensure that there is
an ongoing process to review training and
development needs. Directors are provided
with details of seminars and training courses
relevant to their role. They are encouraged to
attend these as they consider appropriate and
are supported by the Company in doing so.
Where a general training need is identified,
in-house training is provided to the entire
Board. Regulatory updates are provided as
a standing item at each Board meeting in a
Secretary’s Report.
Information and support
The Board ensures that it receives, in a timely
manner, information of an appropriate
quality to enable it to adequately discharge
its responsibilities. Papers are provided to the
Directors in advance of the relevant Board or
Committee meeting to enable them to make
further enquiries about any matters prior to
the meeting should they so wish. This also
allows Directors who are unable to attend
to submit views in advance of the meeting.
In addition to the formal processes, the
Chief Executive provides written updates on
important Company business issues and the
Board is provided with monthly updates on
key financial and management information.
Regular updates on shareholder issues and
discussions are provided to the Board, who
also receives copies of analysts’ notes issued
on the Company. Directors have access to a
secure online portal used for the distribution
of all information.
All Directors have access to the advice and
services of the Company Secretary. There
is also an agreed procedure in place for
Directors, in the furtherance of their duties,
to take independent legal advice at the
Company’s expense.
through effective succession planning. As a
result of the evaluation, the Board has tasked
the Nomination Committee with focusing
on producing a more detailed succession
plan identifying high potential individuals
throughout the organisation.
Performance evaluation
Appointment and replacement
of Directors
In accordance with the provisions of the
Code, the Chairman led a formal and rigorous
evaluation of the Board’s performance and
effectiveness during the year, together with
an evaluation of the performance of the
Board’s Committees and an individual review
of each Board member. In addition, the Senior
Independent Director led an evaluation of the
performance of the Chairman. The Company
engaged an external moderator, Lintstock Ltd,
an independent advisory firm that provides
advice to the Company on governance
matters and practices.
The Board membership should not be
fewer than five nor more than 15, save that
the Company may, by ordinary resolution,
from time to time vary this minimum and/
or maximum number of Directors. Directors
may be appointed by ordinary resolution
or by the Board. A Director appointed by
the Board must retire from office at the first
Annual General Meeting (“AGM”) after his/
her appointment. A Director who retires in
this way is then eligible for reappointment.
The Board may appoint one or more Directors
to any executive office, on such terms and
The 2014 evaluation built on the themes
for such period as it thinks fit and it can also
identified from the 2013 review, in addition to
terminate or vary such an appointment at
which Lintstock consulted with the Chairman,
any time. The Articles specify that at every
Company Secretary and the Chairmen of each
AGM, any Director who has been appointed
of the Audit and Remuneration Committees
by the Vesuvius Board since the last AGM
in the formulation of the content and focus of
and any Director who held office at the time
the 2014 evaluation. Lintstock also examined
of the two preceding AGMs and who did
the balance of individual skills and experience,
not retire at either of them, shall retire from
independence, and knowledge of the
office. However, in accordance with the
Company amongst the Directors, together
requirements of the Code, all the Directors
with Board diversity (including gender) and
will offer themselves for re-election at this
Board interaction and effectiveness as part of
year’s AGM. The biographical details of each
the evaluation. Lintstock collated responses
of the Directors who are offering themselves
from participants and presented an analysis
for re-election, including details of their
of the results to the Chairman. This analysis
other directorships and relevant skills and
was circulated to the Board and formed the
experience, will be set out in the 2015 Notice
basis of one-on-one discussions conducted
of AGM. The biographical details of the
by the Chairman with each member of the
current Directors are set out on pages 56 and
Board and the Company Secretary. These
57. The Board believes that each of the current
conversations also covered the output from
Directors standing for re-election is effective
the individual Director reviews. Finally, specific
and demonstrates commitment to his/her
action points generated from the 2013 Board
respective role. In addition the Board believes
evaluation were reviewed at the December
that the new independent Non-executive
Board meeting, where it was reported
Directors, Hock Goh and Douglas Hurt,
that during the year, these had either been
who will join the Board on 2 April 2015, will
addressed or, where they represented
serve as valuable additions to the Board.
longer-term goals, considerable progress
Accordingly, the Board recommends that
had been made.
shareholders approve the resolutions to
be proposed at the 2015 AGM relating
The overall outcome of the evaluation was
to the election and re-election of all the
that the Board and its individual Directors
Directors standing.
are performing effectively, that the Board
continues to promote open debate and is
well-supported in terms of information flow.
The priorities the Board identified included a
continued focus on the delivery of the Group’s
strategy and securing the future of Vesuvius
65
Directors’ conflicts of interest
BOARD ACCOUNTABILITY
The Board has established a formal system
to authorise situations where a Director has
an interest that conflicts, or may possibly
conflict, with the interests of the Company
(“Situational Conflicts”). Directors declare
Situational Conflicts so that they can be
considered for authorisation by the nonconflicted Directors. In considering a
Situational Conflict these Directors act in the
way they consider would be most likely to
promote the success of the Company, and
may impose limits or conditions when giving
authorisation or subsequently if they think
this is appropriate. The Company Secretary
records the consideration of any conflict and
records any authorisations granted. The Board
believes that the system it has in place for
reporting Situational Conflicts continues to
operate effectively. No Situational Conflicts
were brought to the Board for authorisation
during the year under review.
The Audit Committee
The members of the Audit Committee are set
out on page 67. The Audit Committee report
which describes the Audit Committee’s work
in discharging its responsibilities, is set out on
pages 67 to 72.
Risk management and internal control
The Board has overall responsibility for
establishing and maintaining a system of
risk management and internal control, and
for reviewing its effectiveness. This system is
designed to manage, rather than eliminate,
the risks facing the Group and safeguard
its assets. No system of internal control can
provide absolute assurance against material
misstatement or loss. The Group’s system
is designed to provide the Directors with
reasonable assurance that problems are
identified on a timely basis and are dealt
Process
Elements
Strategy and
financial reporting
• Comprehensive strategic planning and forecasting process
with appropriately. The Audit Committee
assists the Board in reviewing the
effectiveness of the Group’s system of internal
control, including financial, operational and
compliance controls, and risk management
systems. The key features of the Group’s
system of internal control are set out below.
Reviewing the Effectiveness
of internal control
The internal control system covers the Group
as a whole, and is monitored and supported
by the Group’s internal audit function, which
conducts reviews of Vesuvius’ businesses and
reports objectively both on the adequacy and
effectiveness of the system of internal control
and on those businesses’ compliance with
Group policies and procedures. The Audit
Committee receives reports from the Group
Head of Internal Audit and reports to the
Board on the results of its review.
• Annual budget approved by the Board
• Monthly operating financial information reported against budget
• Key trends and variances analysed and action taken as appropriate.
• Accounting policies and procedures formulated and disseminated to all Group operations
• Covers the application of accounting standards, the maintenance of accounting records and key financial
control procedures.
Operational controls • Operating companies and corporate offices maintain internal controls and procedures appropriate to their structure
and business environment
• Compliance with Group policies on items such as authorisation of capital expenditure, treasury transactions
and the management of intellectual property, and regulatory issues
• Use of common accounting policies and procedures and financial reporting software used in financial reporting
and consolidation
• Significant financing and investment decisions reserved to the Board
• The Board monitors policy and control mechanisms for managing treasury risk.
Risk assessment
and management
• Continuous process for identifying, evaluating and managing any significant risks
• Risk management process designed to identify the key risks facing each business
• Reports made to the Board on how those risks are managed
• Each major Group business unit produces a risk map to identify key risks, assess the likelihood of risks occurring,
their impact and mitigating actions
• The Board reviews insurance and other measures used in managing risks across the Group
• The Board is notified of major issues and makes an annual assessment of how risks have changed.
Governance
Vesuvius GAAP
66
As part of the Board’s process for reviewing
the effectiveness of the system of internal
control, it delegates certain matters to the
Audit Committee.
Relations with shareholders
The Board is committed to communicating
with shareholders and stakeholders in
a clear and open manner, and seeks to
ensure effective engagement through the
Following the Audit Committee’s review
of internal financial controls and of the
Company’s regular communications, the
processes covering other controls, the Board
AGM and other investor relations activities.
annually evaluates the results of the internal
The Company undertakes an ongoing
control and risk management procedures
programme of meetings with investors, which
conducted by senior management. This
is managed by the Chief Executive and Chief
includes a self-certification exercise by which
Financial Officer. The majority of meetings
with investors are led by them. The Chairman,
senior financial, operational and functional
management throughout the Group certify
Senior Independent Director and Committee
Chairs also remain open for discussion with
their compliance throughout the year with
shareholders on matters under their areas of
the Group’s policies and procedures.
responsibility, either through contacting the
In accordance with the provisions of the Code,
Company Secretary or directly at the AGM.
the Directors confirm that they have reviewed
The Company reports its financial results
the effectiveness of the Group’s system of
internal control and that the necessary actions to shareholders twice a year, with the
have been taken to remedy any control
publication of its Annual and Half-year
financial reports. In 2014, it also issued
weaknesses identified during the year.
two Interim management statements. In
Since the date of this review there have been
conjunction with these announcements,
no significant changes in internal controls
presentations or teleconference calls are
or other matters which could significantly
held with institutional investors and analysts.
affect them.
Recordings of these are made available on
the Group’s website www.vesuvius.com
Executive compensation and risk
along with copies of any presentation
All of the independent Non-executive
materials issued.
Directors serve on both the Audit and
Regular updates on shareholder issues and
Remuneration Committees. They therefore
discussions are provided to the Board. Board
bring their experience and knowledge of
members also receive copies of significant
the activities of each Committee to bear
analysts’ notes issued on the Company.
when considering the critical judgements
All Directors are expected to attend the
of the other. This means that the Directors
Company’s AGM, providing shareholders
are in a position to consider carefully the
with the opportunity to question them
impact of incentive arrangements on the
Group’s risk profile and to ensure the Group’s about issues relating to the Group, either
during the meeting or informally afterwards.
remuneration policy and programme are
structured so as to accord with the long-term
objectives and risk appetite of the Company.
Share capital and voting
Disclosure of the information regarding share
capital, the authorisation received by Directors
at the AGM regarding the issue of shares
and the authority to purchase own shares, is
contained on page 95 of the Directors’ report.
There are no restrictions on voting contained
in the Company’s Articles of Association.
Further details are set out in the Directors’
report on page 96.
67
Audit Committee
Committee members
Roles and responsibilities
Financial reporting
Jeff Hewitt (Committee Chairman)
Nelda Connors
Jane Hinkley
The primary roles and responsibilities of the
Committee remained the same as in 2013,
and again included advice to the Board on
whether the Committee believed the Annual
report and accounts taken as a whole, was
fair, balanced and understandable.
We fulfilled our primary responsibility to
review the integrity of the half-year and
annual financial statements and recommend
their acceptance to the Board. We also
considered the Interim management
statements.
The Committee operates under formal
Terms of Reference which the Committee
reviewed and updated during the year and
which were subsequently approved by the
Board. This year the Terms of Reference were
updated significantly for the UK Corporate
Governance Code issued in September 2014
by the Finance Reporting Council, for the
requirements of the Competition & Markets
Authority (“CMA”) Order and also partly
for the anticipated requirements of the
EU Commission Regulations on Statutory
Audits. Most of these changes relate to
Committee activities and reporting in 2015
and later years. The Terms of Reference
are available on the Group’s website
www.vesuvius.com. Within these Terms
the Committee and its individual members
are empowered to obtain outside legal or
other independent professional advice (at the
cost of the Company). Such powers were not
required during the year. The Committee may
also secure the attendance at its meetings of
any employee or other parties with relevant
experience and expertise should it be
considered necessary.
In forming our views, we assessed:
The Audit Committee
The Audit Committee comprises all of the
independent Non-executive Directors of the
Company. The members bring a wide range
of financial and commercial expertise to the
Committee’s deliberations. I continued to be
the Committee Chairman. I am a qualified
accountant and have the required recent and
relevant financial experience. Hock Goh and
Douglas Hurt will join the Committee on their
appointment to the Board on 2 April 2015.
Douglas Hurt is my designated successor as
Chairman and he will assume the position
when I retire from the Board at the close of
the AGM in May 2015. His background as
CFO of IMI plc and current Chair of the Audit
Committee of Tate & Lyle PLC make him
eminently suitable to lead the Committee.
Hock Goh’s experience in Asia will broaden
the Committee’s understanding in a key
region for the Group. The Company
Secretary is Secretary to the Committee.
Meetings
Activities in 2014
In 2014 we focused on the “second year”
of reporting changes arising from guidance
introduced in 2013. We also considered
the implications for future reporting of the
more recently announced UK Corporate
Governance Code requirements relating to
risks and viability. The Committee agreed
with management not to early adopt these
changes for 2014, but to implement them
fully in 2015, when the implications will
be clearer.
In forming our views, I and the other
members of the Committee believe that
we received sufficient, relevant and reliable
information from management and the
external auditor, to enable us to discharge
fully our responsibilities.
• The clarity and consistency of the
disclosures, including compliance with
relevant financial reporting standards and
other reporting requirements
• Significant issues where management
judgements and/or estimates have been
made that are material to the reporting or
where discussions have taken place with the
external auditor in arriving at the judgement
or estimate
• At the request of the Board, whether the
Annual report and accounts taken as a
whole is fair, balanced and understandable,
taking into consideration all the information
available to the Committee
• The application of the FRC’s guidance on
clear and concise reporting to the Annual
report and accounts.
The Committee actively deliberated on
reports from the Chief Financial Officer and
Group Financial Controller. These were well
prepared and analysed various alternatives,
as appropriate, relating to areas of judgement
and/or estimation. KPMG also delivered
memoranda for the half-year and year-end,
stating their views on significant issues.
KPMG provided a summary for each issue,
including their assessment of the prudence
of management’s judgements or estimates.
The Committee considered the overall
degree of prudence applied this year and in
comparison with the prior year. Importantly,
the Committee agreed with KPMG that
the judgements made were cautious, but
not overly prudent, and similar to last year.
I believe that consistency of judgement
over time remains a critical consideration,
so that the trend in reported performance
is not distorted by differing judgements by
management on issues that span more than
one reporting period.
Governance
The Committee met five times during the
year. We continue to operate in an inclusive
manner. Hence, the Board Chairman, nonindependent Non-executive Director, Chief
Executive, Chief Financial Officer, Group
Financial Controller, Head of Internal Audit
and the external auditor KPMG, were invited
to each meeting. Other management were
also invited to attend as appropriate. I believe
that this openness continues to enhance the
quality and transparency of the Committee’s
work and the communication of its
deliberations with the Board, executives and
auditors. The Committee also met privately
with KPMG and the Head of Internal Audit
without any executives being present, and
I met informally with KPMG and with
the Head of Internal Audit between the
scheduled meetings to discuss any emerging
issues. This “avoidance of surprises” approach
was reinforced by our regular meetings
with a range of executives during site visits,
informal meetings and Board presentations.
The outcomes of meetings were reported
to the Board and all members of the Board
received the agenda, papers and minutes.
• The quality, acceptability and consistency
of the accounting policies and practices
68
Audit Committee continued
KPMG proposed no material audit
adjustments arising from their year-end
audit, which provided additional comfort
to the Committee.
The Committee has reviewed management’s
assessment of IFRS 15 – Revenue from
Contracts with Customers, which will be
effective from January 2017 (but has not yet
been endorsed by the EU). The preliminary
assessment indicates that the impact on
consolidated financial statements is not
expected to be significant.
Management is also currently assessing the
impact of IFRS 9 – Financial Instruments, on
its consolidated financial statements. IFRS 9,
which will be effective from 1 January 2018
(although it has not yet been endorsed by
the EU), will introduce revised guidance
on the classification and measurement of
financial assets.
Significant issues and material
judgements
Last year, I distinguished between issues that
arose in the year and ongoing topics that
persist from year to year. This year two of
the significant issues have related to matters
not new in the year, but where important
developments have occurred that required
particular judgement. Other ongoing topics
have been and are covered regularly in the
accounts and are generally common topics
across many companies.
Significant issues arising from developments
in the year:
• Recognition of US deferred tax asset
In 2013 the Group recognised £29.2m of
deferred tax as an asset after extensive
modelling of likely future profits in the US.
As noted last year and detailed on page
117, the Group has significant additional tax
losses and other timing differences in the US
and elsewhere which were not recognised,
though it was agreed that these would be
kept under review. This year the prospects
for future US profits have improved and so
management has increased confidence
in the ongoing profitability over a longer
time scale.
onsequently a further £24.8m of deferred Significant ongoing topics considered were:
C
tax asset has been recognised this year to
• Income tax payable and provisions
give a year-end provision of £54.0m as
Provisioning for income tax remains a
detailed on page 30. The recognition of
complex area where judgements are made,
losses and their use is a highly technical area
for example, on provisions relating to
where the Committee has drawn on internal
taxes that might arise from transfer pricing
experts to understand the treatment. We
policies. The Committee agreed the basis
reviewed the modelling and the implications
of the provision of £44.9m for income tax
for the reported tax rate and concluded
payable and provisions as set out in Note
that this further recognition was consistent
11.5 on page 118. Though the Group’s
with the estimation applied last year. In
policy on tax planning is not aggressive,
forming our view we also considered the
the Committee is aware that all corporate
implications for the effective tax rate used
tax affairs are under increased scrutiny.
in the accounts. Taking all the inputs into
Discussions with internal tax experts were
account the Committee concurred with
held and the results of recent tax audits
the views of management, but emphasised
considered in forming the Committee’s
that this issue would remain an important
decision to concur with management’s
judgement area for some time.
view.
• Provisions The Committee challenged the
• Working capital provisions Given that
level of provisions established in a number
the trading of the Group’s steel and foundry
of areas. Total provisions as detailed on
industry customers was difficult in some
page 146 amounted to £52.7m. The level of
regions and sectors during the year as
provisions held in respect of open litigation
noted in the divisional reviews, particular
matters that can go on for many years is an
attention was paid to the working capital
area of judgement. A number of large claims
reserves held against receivables and
were resolved during the year through
inventories (Notes 19 and 20 respectively) to
mediation and settlement. A provision of
ensure that appropriate levels in the current
£6.9m relating to the MacDermid litigation
trading context have been established.
is referred to in Note 33 on page 146.
The Committee was assured that the
Provisioning for future potential costs
provisioning reflected reasonable estimates.
associated with businesses disposed of or
closed, or restructured, is a further area
• Impairment of intangible assets The
where long-term judgements are required
carrying value of goodwill and other
such as those arising from the disposal
intangible assets, being some £561.4m
of Precious Metals in 2013. In 2014 this
and £142.5m at year-end, respectively,
particular issue was less significant whilst
was tested against the recent and planned
the VAT claim detailed in the 2013 report
performance of the cash-generating
has been largely resolved. As last year,
units and the Committee agreed that no
the Committee examined expert advice
impairment charge was required. The
on the relevant areas of litigation claims,
detailed assumptions, provided in Note
environmental liabilities, warranty limitation
18, were similar overall to last year with
periods and indirect taxes together with
appropriate changes to discount rates and
any other significant provisions in forming
cash flow projections. The changes were
its views. The Committee concluded that
evaluated by the Committee in light of
the overall level of provisions is stated
Board-agreed medium-term business plans,
appropriately.
longer-term projections and expert views
on discount rates. The models indicated that
there is significant headroom between the
in use value and the carrying value.
69
• Pensions The complexities of the
pension accounting and appropriateness
of assumptions used (described in Note
29) were considered carefully by the
Committee, as small changes in the
assumptions would have material effects
and bond yields in particular have been
volatile. The assumptions made by
management for each of the major schemes
were compared by KPMG with other
similar schemes. The Committee agreed
the reasonableness of the assumptions.
installed appropriate financial reporting
controls. Group Finance management and
Internal Audit have visited and carried out
extensive testing, including examination of
reconciliations. KPMG’s year-end audit was
substantive and no material exceptions
were found. Important lessons have been
learnt by management from the Brazilian
experience that will be deployed in future
system changes.
Each year the senior financial, operational and
functional management of the businesses
self-certify compliance with Group policies
and procedures, which provides another
safeguard. This was carried out without
material exception at the end of 2014.
After considering these various inputs, the
Committee was able to provide its assurance
to the Board on the effectiveness of internal
control within the Group.
The Committee also continued its monitoring
and oversight of the procedures for the
receipt, retention and treatment of complaints
by employees. This is an independent and
confidential service worldwide where
employees may register any concerns about
any incorrect or irregular practices they
perceive in their workplace. The very limited
number of issues raised in the year were
followed up appropriately. The size of the
number, however, gave the Committee
concern as to whether the process is
effective enough. The Company Secretary
has undertaken a review to strengthen
the communication of the “Speak Up”
facility across the Group, which will be fully
implemented during 2015.
Internal audit
The Group’s Internal Audit function operates
on a global basis through professionally
qualified and experienced individual members
located in major centres, who report to the
Head of Internal Audit based in London.
She in turn reports directly to me.
As I mentioned last year, the Head of Internal
Audit had just been recruited from a similar
role at a UK-based international group. Her
experience has been brought to bear on
reinvigorating and strengthening the internal
audit practices, reporting and follow-up.
To support this process the Committee
agreed a review of internal audit processes
by specialists from PwC. This determined a
number of areas for improvement consistent
Governance
The Group is made up of several large
operating units, but also many small
In overview, the Committee resolved that the ones in geographically diverse locations.
Consequently, segregation of duties,
judgements and estimates made on each
overlapping access controls on systems
of the significant issues considered by the
Committee were appropriate and acceptable. and remote management oversight can
give rise to control vulnerabilities and fraud
Fair, balanced and understandable
opportunities. In late March there was an
reporting
attempted fraud at one operation, but this
was thwarted and no loss incurred. In Brazil
The Committee assessed all information
the weak controls earlier in the year permitted
available to it in considering the overall
two small frauds perpetrated by past
drafting of the Annual report and accounts
employees, which the reconciliation process
and the process by which it was compiled
revealed. The oversight and strengthening
and reviewed, to enable it to provide advice
in controls should stop such opportunistic
to the Board that the Annual report is fair,
balanced and understandable. In doing so the fraud. In 2014, and continuing into 2015, the
Committee ensured that more time was again internal audit coverage has been intensified
in light of such risks with more coverage of
dedicated to the drafting process so that
smaller units. To test compensatory controls,
linkages and consistencies could be worked
this year at the behest of the Committee and
through and tested. Drafts were reviewed
the CFO, the external auditor performed
by knowledgeable executives not directly
enhanced procedures on the balance sheet
involved in the year-end process. I and the
reconciliation processes in the businesses
Committee are satisfied that positive advice
within their audit scope. Thorough
could be and was provided to the Board.
reconciliations are an important control
Internal controls
safeguard. This review indicated generally
sound reconciliation methodology
The Committee considered the process
including appropriate follow-up of the
by which management evaluated internal
reconciling items.
controls across the Group. The Head of
Internal Audit provided the Committee
A review of systems installations was also
with a summary overview of the assurance
carried out within the audit to determine how
provided by the controls and of the testing
the Group’s infrastructure compared with
of these controls. Additionally, KPMG
other similar groups. Though the Group has
reviewed controls in the businesses within
not standardised on a particular ERP system,
the scope of their year-end audit and this
the infrastructure is not dissimilar to other
also indicated good control environments
groups. Over time, management intends to
with overall further improvements on last
move to more sharing of services, enabled by
year. Weaknesses were noted however, in
process and systems standardisation between
the Vesuvius Brazil Steel business where
businesses and this is likely to improve
management changes and the introduction
the overall internal controls in the smaller
of a new ERP system put strain on the
operating units. The Committee found the
routine control processes. New management
review a useful update on understanding how
supported by experienced managers
much the audit process could rely on systems
from other operations have focused on
controls as against more substantive testing.
stabilising the use of the new system and
An examination of the Group’s AntiBribery and Corruption policies and their
implementation locally is being carried out
by an expert firm for the Company Secretary
and the Board. This phased work aims to
refresh the established existing policies and
procedures. To date, the Committee has been
reassured by the output.
70
with current good practice in similar groups.
The development plan that ensued is in
the final stages of implementation and the
Committee is content with the progress
being made. This is not to imply that previous
internal audit work had been weak or
inadequate, but the disciplines, effectiveness
and efficiency of audits have improved and
will continue to improve through 2015. As
in previous years, the Internal Audit team
carried out assignments in accordance with
an annual internal audit plan approved by
the Committee. The 2014 plan was based
on assessed risks and aimed to cover all
operations on a three-year cycle as the
minimum. For 2015 the plan includes a
wider set of risk considerations, and has
enhanced objectives.
In 2014, 63 audit assignments were
undertaken covering 32% of the Group’s
revenue and 31% of the Group’s profit before
tax. The Committee reviewed progress
against the agreed plan and discussed recent
reports with the Head of Internal Audit
at each of its meetings. PwC was used as
outsourced providers to ensure a satisfactory
completion (93%) of the agreed audit plan.
The outsourcing process was a valuable
learning process and more outsourcing in
specialist areas or geographies will be used
in the future. Where control issues or other
problems were flagged by the fieldwork, the
Committee ensured appropriate and timely
action by the responsible management,
involving senior management as necessary,
with a follow-up review. As noted above,
Brazil was the main cause for concern in
the year.
An internal perceptions survey of the quality
and effectiveness of internal audit was again
undertaken and the team scored highly
on their approach. I would expect the high
standing with which internal audit is held
within the Group will be further enhanced
by the current development programme.
Risk management
As highlighted in the reviews of strategy and
principal risks in the Strategic report, risk
management is inherent in management’s
thinking and is embedded in the business
planning processes of the Group. In 2014
the Board more clearly took responsibility
for risk identification and prioritisation, with
the Group Executive Committee also being
more actively involved in implementation
and mitigation actions. The Audit Committee
has continued its monitoring role. This
realignment has provided a more robust
framework for identifying and dealing with
the principal risks and is consistent with the
recently announced requirements in the
revised UK Corporate Governance Code.
As in previous years, “bottom up” risk
registers were constructed and reviewed in
each major business. The Head of Internal
Audit coordinated the accumulation of these
operational risks for consideration by the
Group Executive Committee and then by
the Board. The Board also input “top down”
strategic risks into the process, including
the broader economic, environmental and
organisational issues facing the Group. In
monitoring the overall process, Committee
members also fully participated in the Board
review of risks and mitigating actions. In
particular, the Committee determined that
the principal risks and uncertainties as set
out on pages 22 and 23 properly reflect the
outcome of the process.
External audit
The Committee and the Board are committed
to maintaining the excellence of the external
audit process. The effectiveness of the
external audit process was again tested
by considering the quality of issues and
challenges raised by KPMG to the Committee
and to management across the Group and by
the responsiveness of management to these
challenges in generating financial reporting
that is of the high standard expected by
our shareholders.
Unusually, the Committee commissioned
PwC to undertake a review of the whole
external audit process. This was carried out
in parallel with the internal audit review
noted above. The work involved best practice
based reviews and interviews with the
Committee, Board, Group and key divisional
financial management. KPMG participated
in this process to the full extent that ethical
standards permitted and the Committee
welcomed this cooperation. I am pleased
to report that the conclusions were positive
on the overall effectiveness of the Group’s
external audit process with few areas for
consideration or improvement. This reflects
well on management as well as on KPMG.
As in previous years, an internal quality and
perceptions review of KPMG was carried
out across the Group by the Group Financial
Controller and again the results were positive.
Given these inputs the Committee deemed
the effectiveness of the external audit process
to be high and I fully support this view.
The independent auditor’s report provided
by KPMG on pages 100 to 102 includes
KPMG’s assessment of the risks of material
misstatement in the accounts. The
Committee and management concur with
their assessment. The items are included in
Significant issues and material judgements
comments noted above. The report also
summarises the scope, coverage and
materiality levels applied by KPMG in their
audit. As part of the audit planning process
and based on a detailed risk assessment, the
Committee set a materiality figure of £5.7m
for Group financial reporting purposes which
is lower than last year (£7.0m) and in line
with similar groups at about 5% of profit
before tax. Importantly much lower levels of
materiality are used in the audit fieldwork on
the individual businesses across the Group
and these lower figures drive the scope and
depth of audit work. Small operations were
subject to statutory audit but were also
subject to internal audit reviews based on risk
assessments. Any misstatements at or above
£0.3m were reported to the Committee.
71
There were no significant changes to the audit
scope during the course of the audit, though
given the control weaknesses in Vesuvius
Brazil, a more substantive audit than initially
planned was carried out there.
The coverage of the audit at 73% of the
Group’s revenue, 87% of profit before tax
and 87% of assets was considered by the
Committee. Though slightly higher than last
year, the coverage is relatively low. This is as
a result of the long tail of smaller businesses
within the Group that individually are not
“material” to the Group result. As noted
above, controls in these businesses are the
subject of internal and external audit review,
but management is considering other means
of extending external audit more extensively
into the smaller businesses without
disproportionately increasing the overall
audit cost. Proposals will be made and
considered by the Committee as part of
the 2015 audit planning.
The KPMG audit fee was constructed
“bottom up”, and was considered in light
of the audit work required by the agreed
materiality level and scope. Following some
further negotiation the fee was agreed by
the Committee for recommendation to the
Board. The Board approved the fee of £1.8m,
which is £0.1m higher than in 2013.
In the PwC review of our external audit
process a specific area of questioning related
to the independence and objectivity of
KPMG. The scoring of the respondents on
this topic was very high and accorded well
with good practice.
The Committee takes assurance from this
finding. The safeguards to protect the
independence and objectivity of the auditor
that continued during the year include:
• Regular confirmation that the external
auditor is independent of the Company in
its own professional judgement
• Evaluating all the relationships between the
external auditor and the Group, including
those relating to the provision of nonaudit services to determine whether these
impair, or appear to impair, the auditor’s
independence.
In accordance with established Group policy,
the external auditor is prohibited from
performing services where it:
• May be required to audit its own work
• Would participate in activities that would
normally be undertaken by management
• Is remunerated through a “success fee”
structure
• Acts in an advocacy role for the Group.
Other than these safeguards, the current
policy does not impose an automatic
prohibition on the external auditor
undertaking non-audit work that is not, or is
not perceived to be, in conflict with auditor
independence, provided it has the skill,
competence and integrity to carry out the
work in the best interests of the Group.
As part of its Regulation of Statutory
Audit Services, the EU has announced the
framework of a more restrictive regime
for non-audit services that will come
into force in June 2016. The details are
subject to some clarification and national
optionality, but the restrictions will broadly
prohibit external auditors’ involvement
in tax services, any services that involve
playing a part in management decision
making, preparing accounting records,
designing or implementing internal control/
risk management services or financial
systems, certain HR services and other legal,
investment and share dealing services.
There will also be a 70% cap on the fees
for non-audit services relative to the audit
fee. The implications of an auditor failing
the independence test is onerous in that an
“audit” carried out by a non-independent
auditor would not constitute an audit and
there would then be serious consequences
for the Company. These prohibitions would
not impact our current relationship with
KPMG, but are an important consideration
in planning the external auditor rotation
discussed below. The Committee and
management are actively considering the
implications, as some of the prohibited
services are inherently multi-year activities,
for example tax and systems, and are currently
carried out by firms that could be invited to
tender for the audit. The Group’s existing
policies will have to become more restrictive
to comply with the finalised EU regulations.
An annual fees budget for non-audit services
which management is proposing to pay to the
external auditor is presented for pre-approval
to the Committee as part of the overall
budgeting process. Where a specific nonaudit fee is likely to be in excess of £50,000,
it must be pre-approved by the Committee
and where appropriate, services are tendered
competitively prior to the awarding of work.
The ramifications of the auditor rotation
process are also considered.
During 2014, the fees for non-audit services
amounted to £0.2m, or 11% of the audit
fee, similar to last year. The fees comprised
assurance services related to the review of
the Company’s half-year financial statements
and limited taxation advice as detailed on
page 113, for which it was concluded that
KPMG was best-placed to support the
Company. The Committee also monitored
fees paid to other large accounting firms as
part of the non-audit services fees review so
as to determine where there might be any
current or future conflicts of interest.
Governance
Within the external audit process,
communications between the Committee
and KPMG were extensive. KPMG provided
updates to the Committee at the half-year
and running up to the year-end, including
regular commentaries on significant
issues and their assessment of prudence
in the judgements and estimates made by
management. Private sessions were held with
KPMG without management being present,
covering reporting and control issues in the
context of the resourcing of the relatively
new Group Finance team. The strength of
the finance teams across the Group was
also considered. In these sessions KPMG
confirmed that their work had not been
constrained in any way and that they were
able to exercise their appropriate professional
scepticism and challenge throughout the
audit process.
External auditor independence
72
External auditor reappointment
the ten‑year point. Importantly, there
are transitional arrangements in the EU
The Committee is responsible for making
Regulation which, given the tenure of KPMG,
recommendations to the Board in relation
mean that KPMG must rotate off as auditor
to the appointment, reappointment and
by the AGM following 17 June 2020 at the
removal of the external auditor. Under the
latest. Given this limit and the timing of the
new Order that The Competition and Markets
next lead partner rotation, the Committee
Authority (CMA) published in 2014, putting
and the Board believe that there should be a
into action major changes in the UK statutory
competitive tender process before the AGM
audit market, from this year, the Committee
in 2021. The implications for potential invitees
has more direct responsibilities for overseeing
to the tendering process in terms of their
the external auditor relationship including fee
capabilities and potential conflicts, particularly
negotiation, tendering processes, lead partner
in the provision of non-audit services, will be
selection and non-audit services provision.
carefully considered in the meantime. Such
The Committee will monitor the practical
considerations could give rise to changes in
implementation of these requirements
the provision of tax and other services ahead
and will report on compliance in the next
of the tender process itself.
Annual report.
Given the performance of KPMG and the
In relation to considering the reappointment
likely tendering framework, the Committee
of KPMG for 2015, the Committee evaluated
has recommended, and the Board has
various factors, but most importantly the
agreed, that, subject to shareholder approval,
demonstrable quality of the teams delivering
KPMG will be reappointed as auditor at the
the audit, both locally and centrally, and in
2015 AGM.
particular the presence and capabilities of the
lead partner. The PwC review of the external
Should any shareholder wish to discuss this
audit process has been an important input
overall approach and timing with me then
this year and has underlined the excellence
I should be happy to do so.
and robustness of the overall KPMG
The Committee evaluation
relationship. We also considered the overall
quality of the firm’s work as reflected in the
The Committee’s activities formed part of
published reports of the Audit Quality Review the externally facilitated evaluation of Board
Team of the Financial Reporting Council.
effectiveness performed during the year. The
performance of the Committee was viewed
The Committee is well aware that KPMG
as good by the participants, which included
or its predecessor firms have had a longthe Board members not on the Committee,
standing tenure as the auditor of Vesuvius
Group financial management and the
and its predecessors. The services of KPMG
external auditor. The changes arising from the
were retained during the demerger in 2012
previous year’s evaluation have had a positive
as this was the most efficient means of
effect, such as providing more time between
undertaking the work. The lead audit partner
Committee and Board meetings and having a
rotated at that time in accordance with the
clearer demarcation of the risk management
UK Corporate Governance Code. The next
process between the Committee and the
partner rotation is due after the 2016 audit.
Board. Further details of the evaluation of
The Committee is conscious of the CMA
the Board and its Committees are given on
Order and EU Regulations regarding
page 64.
audit firm rotation that are now in place,
On behalf of the Audit Committee
for implementation in 2015 and 2016,
respectively. The prevailing EU Regulation
will require audit firm rotation after a
Jeff Hewitt
maximum of ten years, with the possibility
Chairman, Audit Committee
of an extension of a further ten years if
3 March 2015
a competitive tender has taken place at
73
During the year the Committee, in line with
its primary responsibility, focused on Board
succession planning – ensuring that the
Board is made up of individuals with the
necessary skills, diversity and experience
to lead the Company.
Committee members
John McDonough (Committee Chairman)
Nelda Connors
Christer Gardell
Jeff Hewitt
Jane Hinkley
The Nomination Committee
The Nomination Committee is made up of
myself, as Chairman of the Company and
any three of the Non-executive Directors.
During the year I continued as Chairman of
the Committee, though I would not act as
Chairman when the Committee is considering
the appointment of my successor. In this case,
the Chairman would be an appropriate Nonexecutive Director. The Company Secretary
is Secretary to the Committee. Members’
biographies are set out on pages 56 and 57.
Meetings
Role and responsibilities
The Nomination Committee’s foremost
priorities are to ensure that the Company has
the best possible leadership and maintains
a clear plan for both Executive and Nonexecutive Director succession. Its prime focus
is therefore on the strength of the Board,
for which appointments are made on merit,
against objective criteria, selecting the best
candidate for the post. The Nomination
Committee advises the Board on the
appointments, retirements and resignations
from the Board and its Committees.
The Committee and its members are also
empowered to obtain outside legal or other
independent professional advice (at the cost
of the Company) in relation to its deliberations
(which rights were not exercised during the
year) and to secure the attendance at its
meetings of any employee or other parties
it considers necessary.
Activity in 2014
During the year, the Committee considered
the appointment of a new Chairman of the
Audit Committee to succeed Jeff Hewitt, who
has served on the boards of Cookson Group
plc and Vesuvius plc for a combined period of
nine years. The requirement for an individual
with exemplary financial experience, together
with the ability to enhance the collective
experience and skills of the Board, formed
the focus of deliberations. It was also
considered that the appointee would assume
the role of Senior Independent Director, if a
candidate of sufficient experience and stature
was identified.
In addition to identifying a successor for the
Audit Committee Chairman, the Nomination
Committee also recommended to the
Board that its work and deliberations could
be further enhanced by the appointment
of another, additional, independent Nonexecutive Director, bringing independent
membership of the Board (excluding the
Chairman) to four members. The additional
Non-executive Director would also ideally
bring to the Board global technical services
know-how and direct experience of working
in China in the industrial sector.
The Committee conducted a tender for
services for the consultants to advise on each
of the appointments. Given that different
skills and experience were required for the
two roles, following the tender process
the Committee resolved to use different
consultants to assist with each appointment.
A summary of the formal process utilised for
Board appointments is set out later in this
Committee report.
Drawing on the skills of these advisers, and
following a rigorous process conducted by
the Nomination Committee in conjunction
with the Board as a whole, Douglas Hurt (as
Audit Committee Chairman) and Hock Goh
(as an additional independent Non-executive
Director), were identified as individuals with
the skills and experience desired to support
the oversight and strategic development
of the Company, and to complement the
existing composition of the Board. As the
recruitment process developed it was also
resolved that Douglas Hurt should succeed
Jeff Hewitt as Senior Independent Director.
As I have previously reported in my
introductory letter, and as announced by
the Company on 3 March 2015, Hock Goh
and Douglas Hurt will join the Board on
2 April 2015.
As part of the annual corporate governance
review, the Committee examined the
independence of the Board and the potential
lengths of tenure of each of the independent
Non-executive Directors. The Committee was
happy to report to the Board that it believes
that the Board satisfies the independence
criteria set down by the UK Corporate
Governance Code.
Notwithstanding the two prospective
appointments discussed above, the
Committee will continue regularly to
examine succession and the Board’s balance
of skills, experience and diversity. Succession
planning formed an integral part of the
Board’s annual strategy review in 2014 and
will continue to do so in 2015, led by the
Nomination Committee.
Board composition
All Directors have served at a very senior level
in global organisations, have international
experience across a variety of industries, and
most have spent a considerable amount of
time resident outside the UK. The Nomination
Committee continues to believe that diversity
underpins the successful operation of an
effective Board and will continue with its
policy to review the requirements in respect
of skills, experience background and gender
in respect of the Board’s composition.
Governance
The Committee met three times during 2014
and I reported the outcome of our meetings
to the Board. Formal meetings were held
to consider standing items of business.
However, particularly as a recruitment exercise
was taking place, there was also a significant
level of ad hoc discussion between members
of the Committee during the year.
The Committee operates under formal
terms of reference which were reviewed and
updated during the year and approved by the
Board. The terms of reference are available on
the Group’s website www.vesuvius.com.
74
Nomination Committee continued
Process for Board appointments
Senior management succession
When considering Board appointments,
the Nomination Committee draws
up a specification for the role, taking
into consideration the balance of skills,
knowledge and experience of its existing
members, the diversity of the Board,
the independence of continuing Board
members and the ongoing requirements
and anticipated strategic developments of
the Group. The search process is then able
to focus on appointing a candidate with the
necessary attributes to enhance the Board’s
performance.
During the year, as part of the overall Group
strategic review, each of the Vesuvius business
units and head office functions submitted
their succession plans in respect of senior
executives to the Board for review. The Board
also actively seeks to meet key executives
throughout the Group – both through formal
Board meetings and informally – in order to
gain a greater understanding of the breadth
and depth of management talent. During
2014 this process was augmented to include
a series of presentations to the Board by
business unit and functional heads, and the
senior managers that work in their teams,
to ensure that the Board was exposed to
key senior management. The success of this
process will see it continued and expanded
in 2015. In this way members of the Board
and the Committee are able to adopt a more
informed approach to executive succession
planning and talent development across
the Group.
The Committee utilises the services of search
firms to identify appropriate candidates,
ensuring that the firm appointed does
not have any other connection with the
Company. In addition, the Committee will
only use those firms that have adopted the
Voluntary Code of Conduct addressing
gender diversity and best practice in search
assignments. A “long list” of potential
appointees will then be reviewed followed
by the shortlisting of candidates for interview
based upon the objective criteria identified
at inception. Care is taken to ensure that all
proposed appointees have sufficient time
available to devote to the role and do not
have any conflicts of interest. The Committee
then recommends a preferred candidate
who will meet all Board members. Finally,
detailed external references are taken and
following this the Committee makes a
formal recommendation to the Board on the
appointment. The preferred candidate would
also be supported in undertaking their own
due diligence on the Company and meeting
with its advisers.
On behalf of the Nomination Committee
John McDonough CBE
Chairman, Nomination Committee
3 March 2015
75
Remuneration overview
Dear shareholder,
On behalf of the Remuneration Committee I am pleased to present the 2014 Directors’ remuneration report. Last year our first Remuneration
Policy was approved at the AGM. As the Committee is not proposing any changes to this Policy it will not be put to a vote at the forthcoming
AGM. However, as an aide memoir for shareholders, we have included our Policy on pages 86 to 93 of this Directors’ remuneration report.
The Annual report on remuneration (“ARR”) on pages 76 to 85 will be subject to an advisory shareholder vote at the 2015 AGM. The ARR
contains details of pay received by Directors in 2014 and of how we intend to apply our approved Policy during 2015. All payments received by
Directors in 2014 were in line with our Remuneration Policy. I have set out below the key decisions reached by the Committee during 2014 that
are reflected in the ARR.
Performance in 2014
As described in the Strategic report, and in the financial highlights on page 01, the Company has enjoyed a solid year.
• The annual incentive awards for 2014 were based primarily upon Group headline earnings per share performance. Based on our headline EPS
of 33.4 pence, this results in awards of 64.3% of maximum bonus opportunity – giving bonuses of 80.4% and 64.3% of base salary for the
Chief Executive and Chief Financial Officer (“CFO”) respectively
• Share awards made in 2012 – the final grant of the legacy Cookson LTIP – matured at the end of 2014. Under this plan, performance is measured
equally in TSR relative to the FTSE 250 (excluding Investment Trusts) and Headline EPS over a three-year period. Relative TSR performance
was between median and upper quintile resulting in a performance share award of 26.9% of salary (out of a maximum 50%) and matching
share awards vesting at a ratio of 0.586:1. However, the EPS target for the three-year period was not met and therefore none of the elements
related to EPS performance vested. In confirming the vesting of the relative TSR element of the award, the Committee reviewed the underlying
performance of the Company to satisfy itself that the numerical outcome was justified. Awards will vest in April 2015
Key decisions for 2015
Key decisions made by the Committee in relation to 2015 included:
• As highlighted in last year’s Directors’ remuneration report, we have adopted a longer-term horizon (of two to three years) for base salary
increases for Executive Directors and senior executives. The Chief Executive’s and CFO’s salaries were both reviewed during 2014 in line with
this philosophy. The Chief Executive’s salary was not increased for 2015 and the CFO’s salary was increased by 5% from 1 January 2015.
This is the first increase in his salary since he joined Vesuvius in 2012 and reflects the considerable energy and dedication he has brought to
the role and his development since the time of his appointment
• In order to provide enhanced long-term alignment with shareholders, the Committee increased the required shareholding to be built up
and held by the Chief Executive from 100% to 200% of base salary
• The Committee has resolved to use the same performance measures utilised in 2014 for Executive Directors’ incentive awards in 2015.
These measures reward growth (through the EPS measure used in the annual incentive and the Vesuvius Share Plan), effective balance sheet
management (through the working capital adjuster used in the annual incentive) and delivery of shareholder value (through the TSR measure
used in the Vesuvius Share Plan). The Committee believes that this combination provides appropriate alignment with Vesuvius’ current
strategic priorities
Additionally, during the year the Committee decided that it would be appropriate to review the appointment of the Committee’s external
adviser. A tender was undertaken with invitations to pitch sent to four remuneration consultants. As a result of this process Deloitte was
appointed as the new external adviser to the Committee in December 2014. We look forward to working with them more fully in 2015.
The Committee is satisfied that the current Remuneration Policy is designed for the long-term benefit of the Company, and that the
performance-related elements of remuneration are transparent, stretching and rigorously applied. The terms of reference of the Committee
were reviewed and amended during the year to ensure that they continue to maintain a focus on these issues.
The Committee encourages dialogue with its major shareholders. We will consult with shareholders regarding any significant future changes to
the Remuneration Policy. In the meantime, I remain keen to hear shareholders’ views on remuneration matters and look forward to a continued
dialogue with and, continued support from, shareholders for our Directors’ remuneration report resolution at the AGM.
Yours sincerely
Jane Hinkley
Chairman, Remuneration Committee
3 March 2015
Governance
• The Committee reviewed the existing clawback arrangements set out in our shareholder-approved Policy. In light of revisions to the UK
Corporate Governance Code, we have further strengthened our application of this Policy in 2015 as set out on page 80 of the ARR
76
Annual Directors’ remuneration report
Remuneration Committee structure and remit
Composition of the Remuneration Committee The current members of the Remuneration Committee (the “Committee”) are all the
independent Non-executive Directors of the Company: Jane Hinkley (who also serves as the Committee Chairman), Nelda Connors and
Jeff Hewitt all of whom served on the Committee throughout 2014 and in 2015 to date. The Committee complies with the obligations of
the UK Corporate Governance Code for the composition of Remuneration Committees. Each of the members brings a broad experience of
international businesses and an understanding of their challenges to the work of the Committee. Jeff Hewitt brings his significant experience
of Vesuvius to the Committee, and both Jane and Nelda add extensive international business experience to the Committee’s deliberations.
The Company Secretary is Secretary to the Committee. Members’ biographies are on pages 56 and 57. As set out in the Chairman’s Statement,
and the Governance Report, Jeff Hewitt will step down from the Board and leave the Committee at the forthcoming AGM. Hock Goh and
Douglas Hurt will join the Company on 2 April 2015 and will serve on the Committee with effect from that date. The Committee will therefore
continue to comply with the Corporate Governance Code requirements on its composition.
Meetings
The Committee met four times during the year with full attendance, other than in respect of two meetings where Nelda Connors was
prevented from attending – the first due to personal reasons and the second due to adverse weather conditions preventing her travel. The
Group Chairman, Chief Executive, and Vice President Human Resources were invited to each meeting, together with Christer Gardell, our nonindependent Non-executive Director, though none of them participated in discussions regarding their own remuneration. In addition the Chief
Financial Officer attended where the agenda of the Committee required it. This attendance supports the work of the Committee, giving critical
insight into the operational demands of the business and their application to the overall strategy of remuneration within the Group. In receiving
views on remuneration matters from the Executive Directors and senior management, the Committee recognised the potential for conflicts of
interest to arise and considered the advice accordingly. The Chairman of the Committee reported the outcomes of all meetings to the Board.
The Committee operates under formal terms of reference which were reviewed and updated during the year and approved by the Board.
The terms of reference are available on the Group website www.vesuvius.com. The Committee members are also empowered to obtain
outside legal advice (at the cost of the Company) in relation to their deliberations (powers which were not exercised during the year) and to
secure the attendance at its meetings of any employee or other parties should it be considered necessary.
Role and responsibilities
The Committee is responsible for:
• Setting the appropriate remuneration for the Chairman, the Executive Directors and the Company Secretary
• Recommending and monitoring the level and structure of remuneration for senior management, being the first layer of management below
Board level and their direct reports
• Overseeing the operation of any executive share incentive plan
Advice provided to the Remuneration Committee
The external advisers Towers Watson (“Towers”) were appointed by the Committee in 2013 to provide remuneration advice following
the Company’s demerger from Cookson Group plc. Towers was appointed directly by the Remuneration Committee to provide advice on
executive remuneration matters, including remuneration structure and policy, updates on market practices and trends, and guidance on the
implementation and operation of long-term incentive plans. Towers also provided the Remuneration Committee with ongoing calculations
of Total Shareholder Return to enable the Committee to be updated on the performance of long-term share incentive plans.
During the year, the Committee decided that it would be appropriate to review the appointment of the Committee’s external adviser. A tender
process was therefore undertaken, with invitations to pitch sent to four remuneration consultants. As a result of this process Deloitte was
appointed as the new external adviser to the Committee in December 2014.
Both Deloitte and Towers are signatories to the Remuneration Consultants Group Code of Conduct in relation to Executive Remuneration
Consulting in the UK.
77
The Committee is also advised by the Chief Executive, the Vice President Human Resources, the Company Secretary, and by the law firm Clifford
Chance LLP (“Clifford Chance”). Clifford Chance was appointed at the time of the demerger by the Company Secretary to advise on the sharebased incentives. Clifford Chance provides advice to the Group on the operation of its executive share plans. In addition to work undertaken
for the Committee, Deloitte provide other tax and accounting services to the Group, Towers provide other remuneration and benchmarking
advice to the Company, and Clifford Chance provide legal advice to the Company. During 2014 Deloitte’s fees for advice to the Remuneration
Committee, charged on a time spent basis amounted to £21k. Towers’ fees, amounted to £94k. The Committee has considered and concluded
that it is satisfied that the advice provided to it on executive remuneration matters is objective and independent and that no conflict of interest
arises as a result of other services provided to the Company.
Activities of the Remuneration Committee
The Remuneration Committee met four times in 2014. The key matters it considered included:
• The salary review proposals for the Executive Directors and senior management
• Reviewing achievement against performance targets, and approving payouts, in respect of 2013 annual cash bonus incentive arrangements
• Setting performance targets and approving the structure of the 2014 annual cash bonus incentive arrangements
• Considering the Company’s performance against the performance conditions applicable to the 2011 Cookson Long Term Incentive Plan,
and authorising the vesting of these awards where relevant
• Setting the performance conditions and authorising the grant of awards under the Vesuvius Share Plan and Medium Term Incentive Plan
• In the light of advice received from the external advisers regarding trends in remuneration practice and governance, and any feedback from
Institutional shareholders, discussing the Company’s overall approach to executive remuneration and reviewing whether any changes should
be made
• Reviewing the Executive Directors’ shareholding policy
• Reviewing the Remuneration Committee’s terms of reference, and recommending any amendments to the Board for approval
• Reviewing and approving the 2013 Directors’ remuneration report.
Regulatory compliance
Share usage
Under the rules of the Cookson Long Term Incentive Plan and Vesuvius Share Plan, the Company has the discretion to satisfy awards either by
the transfer of Treasury shares or other existing shares, or by the allotment of newly issued shares. Awards made to senior managers by the
Company over shares pursuant to the Medium Term Incentive Plan must be satisfied out of shares held for this purpose by the Company’s
employee share ownership trust (“ESOP”). The decision on how to satisfy awards is taken by the Remuneration Committee which considers
the most prudent and appropriate sourcing arrangement for the Company.
At 31 December 2014 the Company held 7,271,174 ordinary shares in Treasury and 731,698 Vesuvius shares were held in the ESOP. The Trustee
of the ESOP can be gifted Treasury shares by the Company, can purchase shares in the open market or can subscribe for newly issued shares as
required, to meet obligations for the provision of shares to satisfy options and awards that vest.
The Vesuvius Share Plan complies with the current IA guidelines on headroom which provide that overall dilution under all plans should not
exceed 10% over a ten-year period in relation to the Company’s issued share capital, with a further limitation of 5% in any ten-year period on
discretionary schemes. No Treasury shares have been transferred or newly issued shares allotted under the Plan.
The following section provides details of how the Company’s remuneration policy was implemented during the financial year 2014 and how it
will be implemented in the financial year 2015.
Governance
The Remuneration Policy set out on pages 86 to 93 of this report has been prepared in accordance with the Companies Act 2006 and The Large
and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. It also meets the requirements of the UK
Listing Authorities Listing Rules and the Disclosure and Transparency Rules. This Annual report on remuneration sets out how the provisions
of the September 2012 UK Corporate Governance Code are applied by the Company in relation to matters of remuneration. We are happy to
confirm that the Company has complied with these governance rules for the year under review.
78
Annual Directors’ remuneration report continued
Directors’ remuneration – audited
The table below sets out the total remuneration received by Executive Directors in the financial year under review:
François Wanecq
Total salary1
Taxable benefits2
Pension3
Total fixed pay4
Annual bonus5
Long-term incentives
Total variable pay10
Other remuneration
Total11
Total 2014 Executive Director remuneration
2014
(£000)
2013
(£000)
550
42
165
757
442
2676
709
–
1,466
2,385
550
388
165
1,103
687
6577
1,344
–
2,447
Chris O’Shea
2014
(£000)
340
17
102
459
219
2418
460
–
919
2013
(£000)
340
16
102
458
340
2589
598
–
1,056
The table below sets out the fees received by Non-executive Directors in the financial year under review:
2014
Total
fees
(£000)1
John McDonough CBE
Nelda Connors
Christer Gardell
Jeff Hewitt
Jane Hinkley
Jan Oosterveld12
John Sussens13
Total 2014 Non-executive Director remuneration
Total 2014 Director remuneration
185
45
45
65
60
–
–
Taxable
benefits
(£000)2
–
–
–
–
–
–
–
Total
(£000)
185
45
45
65
60
–
–
400
2,785
2013
Total
fees
(£000)1
185
37
45
63
54
19
28
Taxable
benefits
(£000)2
–
–
–
–
–
–
–
Total
(£000)
185
37
45
63
54
19
28
NOTES
1.Base salary (or fees, as appropriate) earned during the financial year ended 31 December 2014.
2.Benefits comprise car allowance, private medical care, expatriate tax advice and a de-minimis amount for Directors’ spouses travel. (2013 benefits included a one-off relocation
allowance for François Wanecq of £361,871.)
3.Executive Directors receive a pension allowance of 30% of base salary.
4.The sum of basic salary, benefits and pension.
5.The annual incentive cash bonus payments to be made to the Executive Directors for their performance in the year under review. See page 79 for more details.
6.This represents the Performance and Matching Share awards granted to François Wanecq in 2012 under the Cookson Group LTIP, that are due to vest in 2015. See Note 2 of the
Cookson LTIP Allocations table on page 82. At an average Vesuvius mid-market closing share price (from 1 October 2014-31 December 2014) of 422.6p, the total value of the
awards that are due to vest, along with the cash payment for the dividend that has accrued on these shares was £266,961.
7.This figure has been updated to represent the actual value on the date of vesting of the Performance and Matching Share awards, that François Wanecq received under the
Cookson Group LTIP in 2011. See Note 1 of the Cookson LTIP Allocations table on page 82.
8.See Note 1 of the Restricted Share award table on page 83 for more details.
9.54,402 Restricted Shares vested to Chris O’Shea on 11 October 2013. An additional 1,685 shares were transferred to him in respect of the dividend accrual. The mid-market
closing price of the Company’s shares on the date of vesting was £4.601 and the total value of the shares that he received on the date of vesting was therefore £258,056.
See the section entitled Restricted Share award on page 83 for more details.
10.The sum of annual bonus and the value of long-term incentives where the performance period ended during the financial year.
11.The sum of basic salary, benefits, pension, annual bonus and long-term incentives where the performance period ended during the financial year.
12.Mr Oosterveld retired from the Board immediately following the Company’s 2013 AGM on 4 June 2013.
13.Mr Sussens retired from the Board immediately following the Company’s 2013 AGM on 4 June 2013.
Payments to past Directors – audited
There were no payments made to a past Director of the Company during the year ended 31 December 2014.
Loss of office payments – audited
There were no payments made to any Director for loss of office during the year ended 31 December 2014.
79
Base salary and fees
In the year under review, the Chief Executive received a base salary of £550,000 per annum, and the Chief Financial Officer received a base
salary of £340,000 per annum. Non-executive Directors’ fees were set at £45,000 per annum. Supplementary fees of £15,000 per annum
were payable to the Chairmen of the Audit and Remuneration Committees. A supplementary fee of £5,000 per annum was also payable to
the Senior Independent Director. The Chairman was paid a fee of £185,000 per annum. Neither the Chairman, nor the other Non-executive
Directors are members of the Group’s pension plans, nor do they participate in the Group’s incentive schemes.
There were no increases to the Directors’ base salary and fees in 2014. In 2015 it is proposed that the base salary of the Chief Financial Officer
is increased by 5% to £357,000, which is in line with the cumulative average base salary rises of the UK salaried workforce of 6.9% over the
same period. This increase is the first received by the CFO since joining Vesuvius in 2012 and was determined by the Committee in a manner
consistent with our policy of appraising changes to base salary over a two to three-year period.
Pension arrangements – audited
In accordance with their service agreements, the Chief Executive and Chief Financial Officer are entitled to pension allowances of 30% of
base salary, which they can use to participate in Vesuvius’ pension arrangements, invest in their own pension arrangements or take as a cash
supplement (or any combination of the aforementioned options).
Pension allowance
Director
François Wanecq
Chris O’Shea
2014
(£000)
2013
(£000)
165
102
165
102
Annual Bonus
The Executive Directors are eligible to receive an annual incentive calculated as a percentage of base salary and based on achievement against
specified targets. There is no deferral of annual bonuses for Executive Directors. Each year the Remuneration Committee establishes the financial
performance criteria for the forthcoming year. These criteria are set by reference to the Company’s financial budget and prior year actual
financial results. The target range is set to ensure that maximum bonuses are only paid for significantly exceeding performance expectations.
The Remuneration Committee considers that the setting and attainment of these targets is important in the context of achievement of the
Company’s longer-term strategic goals.
For the financial year 2014, François Wanecq and Chris O’Shea’s annual incentives were based on Vesuvius’ Group headline earnings per share,
with an adjustment based on Vesuvius’ working capital performance to focus greater attention on cash flow. As set out in the Remuneration
Policy, the effect of this is to reduce the level of payout that could be achieved by up to 10% if specified working capital targets are not attained.
This “kicker” can also increase the level of payout by up to 10%, but not above the stated plan maximum. For 2014 the Vesuvius Group headline
earnings per share performance targets were set at the December 2013 full year average foreign exchange rates (being the rates used for the
2014 budget process):
Threshold: 33.5 pence
On target: 35.3 pence
Maximum: 38.1 pence
In order to achieve the working capital target, the Group’s working capital as a percentage of sales had to be between 23.1% to 24.1% of sales.
In order for the Committee to assess the Group’s performance against these targets, the 2014 full year EPS performance was retranslated at the
original budget (December 2013 full year average) foreign exchange rates, consistent with practice in previous years.
Consequently, in 2014 Vesuvius’ retranslated EPS performance was 36.5 pence, and working capital was 24.9% meaning that François Wanecq
and Chris O’Shea’s annual incentives paid out at 80.4% and 64.3% of base salary respectively (reflecting a 10% reduction to the payouts arising
from the EPS performance as a result of the working capital adjustment). François Wanecq and Chris O’Shea were therefore entitled to receive
payouts under the 2014 Annual Incentive as follows:
Name
François Wanecq
Chris O’Shea
Measure
Group headline earnings per share
Group headline earnings per share
Weighting1
100%
100%
NOTE
1.The 2014 awards were also subject to the working capital “kicker”; this had the effect of reducing the awards by 10%.
Outturn
(retranslated)
Achieved
(% of salary)
Incentive
to be paid
36.5p
36.5p
80.4
64.3
£441,964
£218,571
Governance
The annual incentive has a threshold level of performance below which no award is paid, a target level and a maximum performance level at
which a maximum award is earned. François Wanecq’s maximum annual incentive potential is 125% of base salary and his target annual incentive
potential is 62.5% of base salary. Chris O’Shea’s maximum annual incentive potential is 100% of base salary and his target annual incentive
proposal is 50% of base salary.
80
The Remuneration Committee has determined that for 2015 François Wanecq and Chris O’Shea’s annual incentives will again be based on Group
headline earnings per share, with a similar adjustment based on the Group’s working capital performance. François Wanecq’s and Chris O’Shea’s
maximum annual incentive bonus potential for 2015 remain unchanged at 125% and 100% respectively. The Company will not be disclosing the
targets set until after the relevant performance period because of commercial sensitivities.
Malus/Clawback arrangements in 2015
Vesuvius has operated clawback arrangements in respect of Executive Directors’ variable remuneration since 2012. The existing structure of
those arrangements is outlined in our Remuneration Policy.
As highlighted in the statement of the Committee Chairman at the start of this Directors’ remuneration report, the Committee has reviewed
these arrangements in light of the revised Corporate Governance Code and evolving market practice. Following that review, the Committee has
decided to strengthen the implementation of the existing Policy from 2015 as follows:
• Malus provisions will be added to the existing clawback provisions. This will provide the Committee with the flexibility, if required, to withhold
or recover payments made to Executive Directors under the Annual Incentive Plan and/or to withhold or recover share awards granted to
Executive Directors under the Vesuvius Share Plan
• Circumstances in which the Committee could potentially elect to apply malus and clawback provisions will be extended. Going forward,
potential events which could trigger the application of these provisions will encompass a misstatement in the Company’s financial statements
which requires restatement of a prior year’s accounts; an error in the calculation of the extent of payment or vesting of an incentive; gross
misconduct by an individual; or significant financial loss or serious reputational damage to Vesuvius plc resulting from an individual’s conduct,
a material failure of risk management or a serious breach of health and safety
• Our existing arrangements permit the application of clawback provisions for a period of up to three years after the end of a performance
period. The Committee is satisfied that this time period is sufficient and is making no changes in this regard.
Outstanding longer-term pay – audited
Vesuvius Performance Share awards Performance Share awards are allocated to the Executive Directors under the Vesuvius Share Plan.
They are eligible to receive, on an annual basis, a performance share award with a face value of up to 200% of base salary. Vesting of 50% of
shares awarded is based upon the Company’s three-year TSR performance relative to that of the constituent companies of the FTSE 250 excluding
Investment Trusts, and 50% on headline EPS growth, as compared with the compound annual growth in global GDP over a three-year period.
The specific level of compound headline EPS growth specified in the targets is set by the Remuneration Committee each year, taking into account
the Group’s prospects and the broader global economic environment. The two measures operate independently. The use of these performance
measures is intended to align executive remuneration with shareholders’ interests.
The performance scale for the 2013 Vesuvius Share Plan awards was set to be stretching. The nominal figures for the headline EPS part of the
award were selected in the light of a relatively low base period result. For awards in 2014 the Committee reinforced the message that targets for full
vesting should remain truly stretching, rewarding significant out-performance. However, they also recognised that the vesting threshold for the first
Vesuvius Performance Share awards in 2013 was not necessarily appropriate for subsequent awards once the baseline of performance had been
set. They therefore resolved that the vesting threshold for the 2014 awards should be set at a lower level of performance than was applicable for
the 2013 awards. Thus the vesting threshold for EPS growth above global GDP for the 2014 awards is at 3% above global GDP growth rather than
the 7% threshold used for awards made in 2013. In order for maximum payouts to be achieved the same stretching target of EPS growth of 15%
above global GDP has been maintained. The 2015 awards will be made on the same basis.
Targets for the 2013 Performance Share awards
Vesuvius Share Plan – performance targets
TSR ranking relative to FTSE 250 excluding Investment Trusts
Below median
Median
Upper quintile
Between median and
upper quintile
Vesting percentage
0%
12.50%
50%
Pro rata between
12.5% and 50%
Annual compound Headline EPS growth above global GDP
Below 7%
7%
At or above 15%
Between 7% and 15%
Vesting percentage
0%
12.50%
50%
Pro rata between
12.5% and 50%
81
Targets for the 2014 Performance Share awards
Below median
Median
Upper quintile
Between median and
upper quintile
Annual compound Headline EPS growth above global GDP
Vesting percentage
0%
12.50%
50%
Pro rata between
12.5% and 50%
Vesting percentage
0%
12.50%
50%
Pro rata between
12.5% and 50%
Below 3%
3%
At or above 15%
Between 3% and 15%
2015 Performance Share awards
The Remuneration Committee has determined that François Wanecq and Chris O’Shea will receive Performance Share awards in 2015
equivalent in value to 200% of their respective base salaries. The performance targets applicable to these awards are as follows:
Annual compound headline EPS growth above global GDP
Below median
Vesting percentage
0%
Below 3%
Vesting percentage
0%
Median
12.50%
3%
12.50%
Upper quintile
Between median and
upper quintile
50%
Pro rata between
12.5% and 50%
At or above 15%
Between 3% and 15%
50%
Pro rata between
12.5% and 50%
Vesuvius Performance Share award allocations
The following Performance Share awards were allocated in 2013 and 2014 under the Vesuvius Share Plan:
Additional
shares
allocated
during
the year
Shares
vested
during
the year
Total share
allocation
31 Dec 2014
François Wanecq
22 April 20131
Performance shares
341,509
–
–
17 March 20142
Performance shares
–
253,748
–
341,509
253,748
211,115
–
–
–
156,862
211,115
156,682
Grant and type
of award
Total
Chris O’Shea
22 April 20131
Performance shares
17 March 20142
Performance shares
Total
Performance
period
Earliest
vesting date
341,509
1 Jan 13 –
31 Dec 15
22 Apr 2016
253,748
1 Jan 14 –
31 Dec 16
17 Mar 2017
211,115
1 Jan 13 –
31 Dec 15
22 Apr 2016
–
156,862
1 Jan 14 –
31 Dec 16
17 Mar 2017
–
367,977
595,257
NOTES
1.In 2013 François Wanecq and Chris O’Shea received potential maximum allocations of Performance Shares worth two times their base salaries, being 341,509 shares and 211,115
shares respectively.
2.In 2014 François Wanecq and Chris O’Shea received potential maximum allocations of Performance Shares worth two times their base salaries, being 253,748 shares and 156,862
shares respectively. These allocations were made on 17 March 2014 and were calculated based upon the average closing mid-market price of Vesuvius’ shares on the five dealing
days before the awards were made, being 433.5 pence. The total value of Chris O’Shea’s award on the date of grant was therefore £679,997 and François Wanecq’s £1,099,998.
12.5% of this award would vest if the threshold level of one of the two performance targets is met.
3.These awards have been made in the form of nil cost options with no exercise price.
4.The Remuneration Committee also has the discretion to award cash or shares equivalent in value to the dividend that would have accrued during the vesting period on any awards
that vest.
5.The mid-market closing price of Vesuvius’ shares ranged between 400p and 497.6p during 2014 and on 31 December 2014 was 446.2p.
Governance
Total share
allocations
as at
31 Dec 2013
82
Cookson LTIP allocations
Following the demerger of Cookson Group plc, François Wanecq retained an entitlement to allocations of Performance and Matching Shares
made under the Cookson Long Term Incentive Plan. His entitlement to shares in Cookson Group plc was rolled over into Vesuvius plc shares.
The vesting of these awards is based 50% upon relative TSR performance and 50% on headline EPS performance. Performance is measured
by reference to Cookson performance up to the demerger effective date (19 December 2012) and Vesuvius’ performance thereafter.
The performance period applicable to the awards made in 2012 ended on 31 December 2014. Cookson and Vesuvius’ TSR performance during
this three-year performance period was assessed against the comparator group and it was determined that the Company’s performance was
between median and upper quintile, a level which results in the vesting of 26.9% out of a maximum of 50% of Performance Share awards and
Matching Share awards vesting at a ratio of 0.586:1. Following the demerger, the threshold 2014 EPS target, as previously reported, was set at
50.4p. Headline EPS for the year ended 31 December 2014 was 33.4p. As a result no Performance or Matching Share awards will vest under the
EPS performance element. Prior to the vesting of any award, the Committee stipulates that, as an additional hurdle, it needs to be satisfied that
vesting has been justified by the underlying financial performance of the Group over the performance period. Having carefully considered the
Group’s performance over the three-year period, and taking into account the significant improvement in the Group’s financial results – including
the Group’s revenue, trading profit, return on sales margins, and profit before tax – the Committee concluded that the vesting of the 2012
LTIP awards is justified by the underlying financial performance of the Group. In addition the Remuneration Committee has determined that
participants in the 2012 Cookson Long Term Incentive Plan should receive the dividends that would have been paid on the number of shares
that vest in respect of dividend record dates occurring during the period between the award date and the date of vesting.
2011 and 2012 LTIP Awards (as adjusted for the demerger from awards over shares in Cookson Group plc into awards over
shares in Vesuvius plc)
Total share
allocations
as at
31 Dec 2013
Additional
shares
allocated
during
the year
Shares
vested
during
the year
Shares
lapsed
during
the year
Total share
allocation
31 Dec
2014
Market price
of the shares
on the day
before award
(as adjusted for
the demerger (p))
François Wanecq
1 April 20111
Performance shares
148,260
5,214
47,319
106,155
–
Matching shares
332,437
11,691
103,443
240,685
5 April 20122
Performance shares
150,075
–
–
61,212
–
691,984
16,905
Grant and
Type of award
Matching shares
Total
Performance
period
Earliest
vesting date
365.80
1 Jan 11 –
31 Dec 13
1 Apr 2014
–
365.80
1 Jan 11 –
31 Dec 13
1 Apr 2014
–
150,075
365.80
5 Apr 2015
–
–
61,212
365.80
1 Jan 12 –
31 Dec 14
1 Jan 12 –
31 Dec 14
150,762
346,840
211,287
5 Apr 2015
NOTES
1.The performance period for the LTIP awards made in 2011 ended on 31 December 2013. The TSR performance was based upon Cookson’s TSR from 1 January 2011 to
18 December 2012 to which was added the Vesuvius TSR from 19 December 2012 to 31 December 2013 for a combined figure, being 84.3% (between median and upper
quintile), which allowed vesting of 28.4% of the Performance Share Award and 0.621:1 for the Matching Share Award. Following the demerger, the 2013 EPS target, as previously
reported, was set at 48.6p at threshold. Headline EPS for the year ended 31 December 2013 was 31.9p. Hence there was no vesting of either the Performance Share Award or
the Matching Share Award for EPS performance. A further award of shares was made to François Wanecq on the vesting of his award to cover the dividends accrued between
the date of grant and the date of vesting in accordance with the rules of the Plan. 42,105 Performance Shares and 91,752 Matching Shares vested to François Wanecq on 1 April
2014 and an additional 16,905 shares were transferred to him in respect of the dividend accrual. The mid-market closing price of the Company’s shares on the date of vesting was
£4.355 and the total value of the 150,762 shares that François Wanecq received on the date of vesting was therefore £656,569.
2.The performance period for the LTIP awards made in 2012 ended on 31 December 2014. In accordance with the Company’s achievement of the specified performance
conditions, 26.9% of François Wanecq’s Performance Share awards are expected to vest on 7 April 2015, and his Matching Shares will vest at a ratio of 0.586:1. In addition the
Remuneration Committee has determined that Mr Wanecq will receive a cash payment of £29,000 which is equivalent to the value of the dividends that would have been paid
on the number of shares that vest in respect of dividend record dates occurring during the period between the award date and the date of vesting.
83
Restricted Share award
On joining the Company Chris O’Shea received a Restricted Share award with a face value of 100% of base salary. Half of the award vested on
the first anniversary of his date of joining and the remainder a year later. Vesting of the shares was subject to him remaining employed by the
Company and not under notice of termination. No other performance conditions applied to this award. Details of the portion of the Restricted
share award that remained outstanding as at 31 December 2013, (as adjusted for the demerger from awards over Cookson Group plc shares
into awards over shares in Vesuvius plc) are given in the table below:
Date of award
Total share
allocations
as at
31 Dec
2013
Additional
shares
allocated
during
the year
54,403
3,914
5 November 2012
Shares vested
during the year1
58,317
Total share
allocations
as at
31 Dec
2014
Market price of the
shares on the day
before award
(as adjusted for the
demerger (p))
Earliest
vesting
date
–
312.48
11 Oct 2014
NOTES
1.54,403 shares vested to Chris O’Shea on 20 October 2014. An additional 3,914 shares were transferred to him in respect of the dividend accrual. The mid-market closing price
of the Company’s shares on the date of vesting was £4.125 and the total value of the shares that he received on the date of vesting was therefore £240,558.
Statement of Directors’ shareholdings
The interests of Directors and their connected persons in ordinary shares as at 31 December 2014, including any interests in share options and
shares provisionally awarded under the Vesuvius Share Plan and the previous Cookson LTIP Award are presented below:
Outstanding incentive awards
subject to performance conditions
1,290,147
91,443
806,544
367,977
100,000
693
–
15,284
12,000
–
–
–
–
–
NOTES
1.There were no changes in the interests of the Directors in the ordinary shares of the Company in the period from 1 January 2015 to 3 March 2015.
2.Further details of the Directors’ outstanding incentive awards can be found on pages 81 and 82 of this Directors’ remuneration report.
3.Full details of Directors’ shareholdings, share allocations and share options are given in the Company’s Register of Directors’ Interests, which is open to inspection at the
Company’s registered office during business hours.
4.Christer Gardell is Managing Partner of, and has a financial interest in, Cevian Capital which held 21.11% of Vesuvius’ issued share capital as at the date of this report.
5.None of the other Directors, nor their spouses nor their minor children, held non-beneficial interests in the ordinary shares of the Company during the year.
Executive Directors’ shareholdings
As at 31 December 2014, using the Company’s share price at 31 December 2014 of 446.2p, the Executive Directors’ shareholdings against their
current guidelines were as follows:
Director
François Wanecq
Chris O’Shea
Actual share ownership as a percentage
of salary at 31 December 2014
1,047%
120%
Policy share ownership
as a percentage of salary
200%1
100%
NOTE
1.The Committee increased the required shareholding to be built up and held by the Chief Executive from 100% to 200% of salary during the year.
Policy met?
Yes
Yes
Governance
Executive Directors
François Wanecq
Chris O’Shea
John McDonough CBE (Chairman)
Nelda Connors
Christer Gardell4
Jeff Hewitt
Jane Hinkley
Beneficial
holding
84
Annual changes in Chief Executive pay vs. employee pay
The table below shows the percentage change in the remuneration of the Chief Executive – comprising salary, taxable benefits and annual
bonus – and comparable data of UK salaried employees. The UK salaried employee workforce was chosen as a fair representation of a suitable
comparator group as François Wanecq, the Chief Executive, is based in the UK (albeit with a global role and responsibilities) and levels of pay vary
widely across the Group depending on geography and local market conditions.
2014
(£000)
%
change
%
change
0%
56%
(36%)
3.3%
5.4%
(51%)
2013
(£000)
550
42
442
Salary
Taxable benefits
Annual bonus
Chief Executive
UK salaried employee
workforce
(average per capita)
550
271
687
NOTE
1.The figure used for comparison excludes the sum of £361,871 relating to one-off relocation expenses paid during 2013 for François Wanecq.
Annual spend on employee pay vs. other distribution
The charts below shows the annual spend on all employees (including Executive Directors) compared to distributions made to shareholders
for 2013 and 2014:
Relative importance of spend on pay (2014) £m
Relative importance of spend on pay (2013) £m
£30.0m
£43.6m
£40.7m
11%
7%
9%
Remuneration
Dividends
Share buyback
Remuneration
Dividends
84%
89%
£386.6m
£358.0m
Spend on pay elements
Group remuneration of continuing operations (see Note 8.1)
Dividends (based on final proposed dividend)
Share buyback
Expenditure (£m)
2014
Expenditure (£m)
2013
358.0
43.6
–
386.6
40.7
30.0
Difference in expenditure
(7.4%)
7.1%
(100%)
85
Chief Executive pay and TSR performance graph
The chart below shows Vesuvius’ TSR performance since the demerger which was effective on 19 December 2012. Consequently, the illustrative
chart below shows the relevant period from 19 December 2012 to 31 December 2014.
Performance graph and table
The following graph compares Vesuvius TSR performance to that of the same investment in the FTSE 250 Index (excluding Investment Trusts).
This index has been chosen as the comparator index to reflect the size, international scope and diversity of the Company. TSR is the measure
of the returns that a company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends.
A spot rate has been used for this chart.
TSR performance graph
Chief Executive pay
– financial year ending
200
Total remuneration
(single figure, (£000))
Annual variable pay
(% of maximum)
Long-term variable pay
(% of maximum)
150
100
50
19/12/12 31/12/12
31/12/13
31 December
2014
31 December
2013
31 December
2012
£1,466
£2,447
£1,227
64%
100%
0%
27%
28%
67%
31/12/14
Vesuvius plc
FTSE 250 Index (excluding Investment Trusts)
Statement on shareholder voting
At the last AGM which was held on 15 May 2014, two resolutions regarding remuneration were put to shareholders. The first resolution
put to shareholders was to approve the Directors’ Remuneration Policy. It received 215,577,683 votes (98%) in favour and 4,684,029 votes
(2%) against. 213,747 votes were withheld. The second resolution, an advisory vote on the Directors’ remuneration report for 2013, received
218,852,126 votes (99%) in favour and 1,427,883 votes against (less than 1%). 195,450 votes were withheld. At the AGM to be held on 14 May
2015, shareholders will again be invited to participate in an advisory vote on the Directors’ remuneration report. As there are no changes to the
Remuneration Policy proposed for 2015, the Policy will not be put to vote at the 2015 AGM.
Governance
Jane Hinkley
Chairman, Remuneration Committee
3 March 2015
86
Remuneration Policy
The Remuneration Policy was approved at the AGM on 15 May 2014. For the benefit of shareholders, we have reprinted the Policy below.
To ensure that the Policy is relevant to the 2015 financial year, we have made minor textual changes in the following sections: Selection
of Performance Measures; Illustration of the Application of the Remuneration Policy for 2015; Consideration of Shareholder Views; and
Shareholding Policy. The full policy report, as approved by shareholders, can be found in last year’s Directors’ remuneration report (a copy
of which can be found in the 2013 Annual Report Investors section of the Group website www.vesuvius.com).
Directors’ Remuneration Policy
As reported on last year, the overarching philosophy for remuneration within Vesuvius is to attract, retain and motivate individuals of the calibre
necessary to successfully implement our business strategy. In particular, we ensure that incentives are appropriate to encourage enhanced
performance and to avoid underperformance being rewarded. In reviewing and setting Vesuvius’ remuneration policy, the Committee seeks to
balance the interests of our employees and those of our long-term shareholders, to support Company strategy and foster a high performance
culture, where a meaningful portion of remuneration is performance linked and subject to clawback.
In setting our policy for Executive Directors and senior managers the Committee seeks to emphasise pay for performance and to account for
the broad international scale and nature of the Company’s operations. We also consider the approach taken to the pay and employment
conditions of other Company employees, together with UK governance requirements and developments in governance practice issued by
leading shareholders and shareholder advisory bodies.
The Committee reviews information on the remuneration of comparable roles at similar companies to provide a point of reference for
determining remuneration levels. Given that there is not a clear comparator group of companies for Vesuvius, this is judged in the context of
other FTSE 250 companies and other relevant international sector-specific companies to reach a rounded judgement and deliver remuneration
that is competitive.
Although Vesuvius is in its early stages as an independent company, the Committee is satisfied that the flexibility within the policy, and the
ability to exercise discretion and judgement, will allow the Committee to ensure that an appropriate balance between the interests of employees
and shareholders is maintained.
Remuneration Policy for Executive Directors
Alignment/Purpose
Base salary
Helps to recruit and retain
key employees.
Reflects the individual’s
experience, role and
contribution within
the Company.
Operation
Opportunity
Performance
The individual’s performance is
reviewed annually, with changes
to base salary appraised over
a two-three-year period.
Any change will be effective
from 1 January in the year of
the increase.
Base salary is positioned to
be market competitive when
considered against relevant
international and FTSE 250
companies (excluding
Investment Trusts).
Paid in cash, subject to local tax
and social security regulations.
In considering any increase in
base salary, the Committee
will consider:
(1) the role and value of the
individual, (2) changes in job
scope or responsibility, (3)
progression in the role (e.g. for a
new appointee), (4) a significant
increase in the scale of role and/
or size, value or complexity of the
Group, (5) the need to maintain
market competitiveness, and
(6) increases paid to the wider
global employee population in
the Company’s most significant
locations.
In line with the two-three year
period for base salary appraisal,
individual increases when paid
are likely to be in excess of those
for the wider population of
employees for that year.
Any increase will take into account the
individual’s performance, contribution
and increasing experience.
87
Alignment/Purpose
Other benefits
Provides normal market
practice benefits.
Operation
Opportunity
A range of standard benefits
including, but not limited to: car
allowance, private medical care
(including spouse and dependent
children), life assurance, disability,
health insurance together
with relocation allowance and
expatriate benefits.
None.
The Committee retains the
discretion to adjust the value
of benefits where:
(1) there is a significant change
in the individual’s circumstances,
(2) there is an increase in existing
cost beyond the Company’s
control, (3) there is a change in
benefit provider(s), or (4) there
is a change in an individual’s
location; and to amend the type
of benefits to reflect the above
and market practice.
Standard benefits remain a small
percentage of total remuneration.
30% of base salary.
None.
Below threshold: 0%.
On-target: 62.5% of base salary
for the Chief Executive and
50% of base salary for other
Executive Directors.
Maximum: 125% of base salary
for the Chief Executive and
100% of base salary for other
Executive Directors.
Payments made between
threshold and on-target
and between on-target and
maximum are pro rated.
Annual Incentive is measured on
targets set at the beginning of
each year. Currently, it is based on
Group Headline earnings per share
which accounts for 100% of the
performance measure, with an
adjustment based on the Group’s
working capital performance. The
effect of this is to reduce payments
by 10% if specified working capital
targets are not met. The adjuster also
increases payout by 10% if targets
are exceeded, but not above the plan
maximum. Going forward the plan
may include other financial or nonfinancial measures comprising KPIs,
corporate objectives and personal
performance.
The Committee establishes threshold
and maximum performance targets
for each financial year, set by
reference to the Group budget
and other objectives for that year.
Actual performance targets will be
disclosed after the performance
period has ended. They are not
disclosed in this policy due to their
commercial sensitivity.
Governance
Pension
Helps to recruit and retain
An allowance is given as a
key employees.
percentage of base salary. This
Ensures income in retirement. may be used to participate in
Vesuvius’ pension arrangements,
invested in own pension
arrangements or taken as a cash
supplement (or any combination
of the above options).
Annual Incentive
Entire bonus amount payable in
Incentivises Executive
Directors to achieve key short- cash with no deferral.
The Committee has the discretion
term financial and strategic
to determine that actual incentive
targets of the Group.
payments should be lower than
levels calculated by reference to
achievement against targets if it
considers this to be appropriate.
Subject to clawback.
Performance
88
Remuneration Policy continued
Alignment/Purpose
Vesuvius Share Plan
Flexible “umbrella” Plan.
Aligns Executive Directors’
interests with those of
shareholders through the
delivery of shares.
Rewards Executive Directors
for achieving the strategic
objectives of growth in
shareholder value and
earnings.
Assists retention of Executive
Directors over a three-year
performance period.
Operation
Opportunity
Performance
Awards may be granted as:
Executive Directors are eligible
to receive an annual award with
a face value of up to 200% of
base salary in performance
share awards.
Vesting of 50% of performance share
awards is subject to the Company’s
TSR performance vs. the FTSE 250
(excluding Investment Trusts), with:
• Performance share awards
• Deferred share bonus awards
• Restricted Share awards
• Market-price options.
Individuals are entitled to an
aggregate annual maximum
amount of awards. If more than
one type of award is granted,
the individual limit for all awards
is reduced to remain within
the maximum.
Awards vest three years after
their award date subject to
the achievement of specified
conditions.
The Committee has the discretion
to award participants the
equivalent value of dividends
accrued during the vesting
period on any shares that vest.
Subject to clawback.
The Committee will only make
awards of Performance Shares
to Executive Directors under
the Plan, and will consult
with shareholders prior to
granting other types of awards,
excluding restricted share
awards authorised under the
recruitment policy.
Legacy Cookson Group share schemes
Awards granted prior to the
Used to align Executive
demerger remain outstanding.
Directors’ interests with
No further awards will be made
those of shareholders
under these plans.
through share ownership.
Dated 5 November 2012 to the
A one-off award to
Chief Financial Officer. Half of the
compensate for prior
award vested on first anniversary
employer long-term
incentive awards forfeited on of joining, the remainder vested
on 20 October 2014.
appointment at Vesuvius.
• 0% vesting for below median
performance
• 12.5% of the total award vesting at
median performance
• 50% of the total award vesting at
upper quintile performance
• Pro rata vesting between median
and upper quintile
Vesting of the remaining 50% of
performance share awards is subject
to the growth in the Company’s
EPS. The Committee decides on the
appropriate EPS growth targets each
year, taking into account the Group’s
prospects and the broader global
economic environment.
The Company reserves the right
only to disclose EPS performance
targets after the performance period
has ended due to their commercial
sensitivity.
Prior to any vesting, the Remuneration
Committee also reviews the
underlying financial performance of
the Company over the performance
period to justify the vesting.
Subject to achieving the relevant
vesting criteria, the Company will
satisfy awards as they arise.
Performance and other conditions
set at the time of award continue
to operate.
Shares to the face value of 1x
base salary (108,805 Vesuvius
shares), together with shares or
cash to the value of dividends
that would have accrued on the
shares between date of award
and vesting.
None. Holder must remain
employed and not be under
notice of termination.
89
Selection of performance measures
Measures for the Annual Incentive are selected to reflect key strategic aims and the need for a rigorous focus on working capital management.
Each year the Committee will agree challenging targets to ensure that underperformance is not rewarded.
For the Vesuvius Share Plan, at the demerger, Vesuvius stated that the performance measures would be similar to those for the Cookson LTIP,
to focus Executive Directors on the execution of long-term strategy and also align their rewards with value created for shareholders. On this
basis, the performance conditions for the Vesuvius performance share awards are based half on TSR performance and half on EPS performance.
The comparator for the TSR performance condition will be reviewed annually to ensure its continuing relevance for the Group. In 2015 the
Committee agreed the continuation of comparison to the FTSE 250 (excluding Investment Trusts). In respect of the EPS measure, the Committee
wished to align the target with the Company’s ambitions to grow ahead of end-markets. As an international company, a global metric was
deemed important by the Committee, and in 2013 an EPS target, based upon out-performing global Gross Domestic Product (“GDP”)
growth was adopted. This has been carried through to 2015. Within the policy period, the Committee will continually review the performance
conditions used, including EPS and other financial measures, to ensure that awards are made on the basis of challenging targets that clearly
support the achievement of the Group’s strategic aims.
Illustration of the application of the Remuneration Policy for 2015
The charts below show the total remuneration for Executive Directors for minimum, on-target and maximum performance. The fixed elements
of remuneration comprise base salary, pension and other benefits, using 2015 salary data. The assumptions on which they are calculated are
as follows:
Minimum: Fixed remuneration only
On-target: Fixed remuneration plus on-target Annual Incentive and threshold vesting (i.e. median performance for TSR and threshold for EPS)
for performance share awards (made at 200% of base salary) under the Vesuvius Share Plan
Maximum: Fixed remuneration plus maximum Annual Incentive and 100% vesting for performance share awards (made at 200% of base
salary) under the Vesuvius Share Plan
Remuneration illustrations £000
François Wanecq, Chief Executive
Chris O’Shea, CFO
3,000
£2,545
2,500
£1,552
£1,376
1,500
1,000
500
0
Fixed elements
20%
25%
100%
55%
Minimum
On-Target
Annual variable elements
£838
27%
£757
46%
£481
21%
21%
23%
30%
100%
58%
31%
Maximum
Minimum
On-Target
Maximum
Long-term variable elements
Governance
43%
2,000
90
Recruitment Policy
On appointment or promotion of a new Executive Director, the Committee will typically use the above policy to determine ongoing
remuneration. However, the Committee retains the discretion to make appropriate remuneration decisions outside the standard policy to
meet specific circumstances.
Base salary levels will generally be set in accordance with the policy taking into account the experience and calibre of the appointee. If it is
appropriate to appoint an individual on a base salary initially below what is adjudged to be market positioning, contingent on individual
performance, the Committee retains the discretion to realign base salary over the one to three years following appointment, which may result
in a higher rate of annualised increase than might otherwise be awarded under the policy. If the Committee intends to rely on this discretion, it
will be noted in the first Annual Directors’ remuneration report following an individual’s appointment. Other than in exceptional circumstances,
other elements of annual remuneration will, typically, be set in line with this policy. The Committee retains the discretion to make the
following exceptions:
• In the event that an internal appointment is made, the Committee may continue with existing remuneration provisions where appropriate;
• If necessary and appropriate to secure an appointment from an international pool of candidates, the Committee may make additional
payments linked to relocation, above those outlined in the policy table and would authorise the payment of a relocation allowance and
repatriation, as well as other associated international mobility terms. Such benefits would be set at a level which the Committee considers
appropriate for the role and the individual’s circumstances; and
• In order to provide an immediate interest in the Company’s performance, the Committee may grant, on recruitment, an award of
Performance Shares (with a market value of up to 200% of salary) under the Vesuvius Share Plan and/or an individual award agreement (under
Listing Rule 9.4.2 (2)) on similar terms. Performance conditions for any such award will be set in line with the policy and the Committee will
determine the vesting period that will apply to such awards at the time of award, taking into account the strategy and business circumstances
of Vesuvius.
Service contracts will be entered into on terms similar to those for the existing Executive Directors, summarised in the service contract
section below.
In addition to the annual remuneration elements noted above, the Committee may consider buying out incentive awards that an individual
forfeits in accepting an appointment with Vesuvius. The Committee will have the authority to rely on Listing Rule 9.4.2 (2) or to apply the
existing limits within the Vesuvius Share Plan to make Restricted Share awards on recruitment. In making any such awards, the Committee
will review the terms of any forfeited awards, including, but not limited to, vesting periods, the expected value of such awards on vesting and
the likelihood of the performance targets applicable to such awards being met, while retaining the discretion to make any buyout award the
Committee determines is necessary and appropriate. The Committee may also require the appointee to purchase shares in Vesuvius to a preagreed level prior to vesting of any such awards. The value of any buyout award will be capped, to ensure its maximum value is no higher than
the value of the awards that the individual forfeited on joining Vesuvius. Any such awards will be subject to clawback.
With respect to the appointment of a new Chairman or Non-executive Director, appointment terms will be consistent with those currently
adopted. Variable pay will not be considered. With respect to Non-executive Directors, fees will be consistent with the policy at the time
of appointment.
Exit Payment Policy
Vesuvius has the option to make a payment in lieu of part or all of the required notice period for Executive Directors. Any such payment in lieu
will consist of the base salary, pension contributions and value of benefits to which the Director would have been entitled for the duration of
the remaining notice period, net of statutory deductions in each case. Half of any payments in lieu of notice would be made in a lump sum, the
remainder in equal monthly instalments commencing in the month in which the midpoint of their forgone notice period falls (and are reduced
or extinguished by salary from any role undertaken by the departing Executive in this time). Executive Directors are subject to certain noncompete covenants for a period of nine months, and non-solicitation covenants for a period of 12 months, following the termination of their
employment. Their service agreements are governed by English law.
Neither of the Executive Directors’ contracts contains any change of control provisions and they both contain a duty to mitigate should the
Director find an alternative paid occupation in any period during which the Company must otherwise pay compensation on early termination.
The table below summarises how the awards under the annual bonus and Vesuvius Share Plan are typically treated in different leaver scenarios
and on a change of control. Whilst the Committee retains overall discretion on determining “good leaver” status, it typically defines a “good
leaver” in circumstances such as retirement with agreement of the Company, ill health, disability, death, redundancy, or part of the business in
which the individual is employed or engaged ceasing to be part of the Group. Final treatment is subject to the Committee’s discretion.
91
Event
Annual Incentive Plan
Good leaver
Bad leaver
Change of control
Vesuvius Share Plan
Good leaver
Timing
Calculation of vesting/payment
Paid at the same time as to
continuing employees
Annual bonus is paid only to the extent
that any performance conditions have been
satisfied and is pro rated for the proportion
of the financial year worked before cessation
of employment
Individuals lose the right to their annual bonus
Annual bonus is paid only to the extent
that any performance conditions have been
satisfied and is pro rated for the proportion
of the financial year worked
Not applicable
Paid on the effective date of change
of control
On normal vesting date (or earlier at the
Committee’s discretion)
Bad leaver
Unvested awards lapse
Change of control1
On the date of the event
Unvested awards vest to the extent that any
performance conditions have been satisfied
and a pro rata reduction applies to the
value of the awards to take into account the
proportion of vesting period not served
Unvested awards lapse on cessation
of employment
Unvested awards vest to the extent that any
performance conditions have been satisfied
and a pro rata reduction applies for the
proportion of the vesting period not served
NOTE
1.In certain circumstances, the Committee may determine that unvested awards under the Vesuvius Share Plan will not vest on a change of control but will instead be replaced
by an equivalent grant of a new award, as determined by the Committee, in the new company.
Service contracts
The Committee will periodically review the contractual terms for new Executive Directors to ensure these reflect best practice. Service contracts
currently operate on a rolling basis and are limited to a 12 month notice period.
François Wanecq is employed as Chief Executive of Vesuvius pursuant to the terms of a service agreement made with Cookson Group plc dated
17 October 2012. Chris O’Shea is employed as Chief Financial Officer pursuant to the terms of a service agreement with Cookson Group plc
dated 10 September 2012. Both service agreements were assigned to Vesuvius upon completion of the demerger on 19 December 2012.
Each Executive Director’s appointment is terminable by Vesuvius on not less than 12 months’ written notice, and by each Executive Director
on not less than six months’ written notice.
Considerations of conditions elsewhere in the Group in developing policy
The Company does not consult directly with employees on Executive Directors’ remuneration arrangements. However, the Remuneration
Committee will take into account the pay and employment conditions of other Group employees when determining Executive Directors’
remuneration, particularly when determining base salary increases. The Remuneration Committee will also obtain information on the
remuneration paid for comparable roles at other relevant companies to provide a point of reference for determining Remuneration Policy.
Governance
If employment is terminated by the Company, the Committee retains discretion to settle amounts reasonably due to the Executive Director,
for example to meet the legal fees incurred by the Executive Director in connection with the termination of employment, where the Company
wishes to enter into a settlement agreement (as provided for below) and where the individual must seek independent legal advice. The
Company would pay any amounts to which the departing Director was legally entitled. In certain circumstances, the Committee may approve
new contractual arrangements with departing Executive Directors including (but not limited to) settlement, confidentiality, restrictive covenants
and/or consultancy arrangements. This would only be used where the Committee believed it was in the best interests of the Company to do so.
92
Remuneration Policy for Executive Directors compared to other employees
The Remuneration Policy for Executive Directors is designed in line with the remuneration philosophy set out at the beginning of this report
– which also underpins remuneration for the wider Group. Remuneration arrangements for Executive Directors draw on the same elements
as those for other employees – base salary, fixed benefits, and retirement benefits – with performance-related pay extending down into
the management cadres and beyond. However, given that remuneration structures for other employees need to reflect both seniority and
local market practice, they differ from the policy for Executive Directors. In particular, Executive Directors receive a higher proportion of their
remuneration in performance-related pay and share-based payments and individual percentages of fixed versus variable remuneration and
participation in share-based structures decline with seniority.
The process for delivering salary increases on a two-three year cycle for Executive Directors is also applied to members of the Group Executive
Committee and their direct managerial reports. While all employees receive an annual performance appraisal, other employees continue to
receive salary reviews on an annual basis.
As with Executive Directors, middle and senior managers participate in the Annual Incentive Plan. For operational employees, any potential
award is based upon achieving three measures relating to Group performance, business unit performance, and individual achievement of
personal objectives. For functional employees, the award is predominantly based on Group performance, with the remainder awarded against
achievement of personal objectives. The awards for middle and senior managers are also adjusted to reflect the level of performance by the
business with regard to its working capital management.
For certain senior and middle managers awards are made under the Vesuvius Medium Term Plan (“MTP”). Awards under the MTP are based on
the same measures and targets as the Annual Incentive Plan for those managers. Middle managers participate in the MTP at varying percentage
levels, with awards being made in cash. Senior managers have their MTP awards made over Vesuvius shares. In each case, awards are granted
following the end of the relevant financial year. The MTP share awards vest on the second anniversary of the date of grant, subject to continuing
employment. From 2014 onwards members of the Group Executive Committee (who in 2013 were included in the above MTP in shares) will
instead participate in the Vesuvius Share Plan and receive awards of Performance Shares, which will vest in accordance with the same measures
and targets as those for Executive Directors. Levels of awards will differ from those of Executive Directors.
Consideration of shareholder views
Vesuvius is committed to open and transparent dialogue with its shareholders on remuneration as well as other governance matters. As
Chairman of the Committee, Jane Hinkley welcomes shareholder engagement and is available for any discussions investors wish to have on
remuneration matters. During 2014, remuneration matters were discussed at a number of meetings with investors. The feedback from such
meetings is always shared with the Committee and taken into consideration when decisions are made about future remuneration strategy
and arrangements.
Shareholding Policy
The Remuneration Committee encourages Executive Directors to build and hold a shareholding in the Company equivalent in value to at least
1x salary. To this end, Executive Directors will normally be expected to retain at least 50% (measured as the value after tax) of any Performance
Share awards vesting under the Vesuvius Share Plan, until this criterion has been met. New Executive Directors will be allowed four years in
which to acquire this shareholding.
Clawback arrangements
The Executive Directors are subject to clawback arrangements. In the event that a misstatement is identified in the Company’s consolidated
financial statements which requires the restatement of a prior year’s accounts in order to ensure compliance with the requirements of
International Financial Reporting Standards or any applicable law, then such portion as the Remuneration Committee deems appropriate
of any variable executive remuneration – being all Annual Incentive and Performance Share awards made under the Vesuvius Share Plan –
resulting from a measure of financial performance affected by the misstatement will be subject to clawback provisions. The misstatement
must be identified and notified to the individual in writing within three years after the end of the relevant performance period.
External appointments
Whilst neither of the Executive Directors serves as a Non-executive Director of any other quoted company, subject always to consent being
granted by the Company for them to take up such an appointment, were they to so serve, the Company would allow them to retain any fees
they received for the performance of their duties.
93
Policy for Non-executive Directors
The Company seeks to appoint Non-executive Directors who have relevant professional knowledge, and have gained experience in a
relevant industry and geographical sectors, to support diversity of expertise at the Board and match the wide geographic spread of the
Company’s activities.
Non-executive Directors attend Board, Committee and other meetings, held mainly in the UK, together with an annual strategy review to
debate the Company’s strategic direction. All Non-executive Directors are expected to familiarise themselves with the scale and scope of the
Company’s business and to maintain their specific technical skills and knowledge.
The Board sets the level of fees paid to the Non-executive Directors after considering the role and responsibilities of each Director and the
practice of other companies of a similar size and international complexity. The Non-executive Directors do not participate in Board discussions
on their own remuneration. No variable remuneration is available to Non-executive Directors. Non-executive Directors receive reimbursement
of reasonable expenses incurred in attending the Board, Committee and other ad hoc meetings.
Alignment/Purpose
Fees
To attract and retain Non-executive
Directors of the necessary skill and
experience by offering market
competitive fees.
No eligibility for participation in
incentive schemes, bonus schemes
or retirement plans.
Operation
Opportunity
Performance
Fees are reviewed bi-annually by
the Board.
Non-executive Directors are paid
a base fee for the performance of
their role, payable in cash, plus
additional fees for Committee
chairmanship or acting as the
Senior Independent Director.
The Chairman is paid a single fee
and receives administrative support
from the Company.
Non-executive Directors and the
Chairman will be paid market
appropriate fees, with any increase
reflecting changes in the market
or adjustments to a specific
Non-executive Director’s role.
No eligibility for bonuses, retirement
benefits or to participate in the
Group’s employee share plans.
Overall fees paid to Non-executive
Directors will remain within the
aggregate limit stated in our Articles,
currently £500,000.
None.
Terms of service
The table below shows the date of appointment for each of the Non-executive Directors:
Non-executive Director
Date of appointment
John McDonough CBE
Nelda Connors
Christer Gardell
Jeff Hewitt1
Jane Hinkley
31 October 2012
1 March 2013
31 October 2012
31 October 2012
3 December 2012
NOTE
1.Jeff Hewitt previously served as a Non-executive Director of Cookson Group plc from June 2005.
Governance
The terms of service of the Chairman and the Non-executive Directors are contained in letters of appointment. Each Non-executive Director is
appointed subject to their election at the Company’s first Annual General Meeting following their appointment and re-election at subsequent
Annual General Meetings. None of the Non-executive Directors are entitled to receive compensation for loss of office at any time. During the
first year of his/her appointment the Chairman is entitled to 12 months’ notice from the Company; thereafter, he/she is entitled to six months’
notice from the Company. All Non-executive Directors are subject to retirement, and election or re-election, in accordance with the Company’s
Articles of Association. The current policy is for Non-executive Directors to serve on the Board for a maximum of nine years, with review at the
end of the three and six years, subject always to mutual agreement and annual performance evaluation. The Board retains discretion to extend
the tenure of Non-executive Directors beyond this time, subject to the requirements of Board balance and independence being satisfied.
94
Directors’ report
The Directors submit their Annual report
together with the audited accounts of the
Group and of the Company, Vesuvius plc,
registered in England and Wales No. 8217766,
for the year ended 31 December 2014.
The Companies Act 2006 requires the
Company to provide a Directors’ report for
Vesuvius plc for the year ended 31 December
2014. The information that fulfils this
requirement and which is incorporated by
reference into, and forms part of, this report
is included in the following sections of the
Annual report:
• The Our Responsibility section
• The Governance section
• Financial Instruments: the information on
financial risk management objectives and
policies contained in Notes 21 and 28 to the
consolidated financial statements
This Directors’ report and the Strategic report
contained in pages 2 to 53 together represent
the management report for the purpose of
compliance with DTR 4.1.8R of the UK Listing
Authority’s Disclosure and Transparency
Rules. The Company does not have any
overseas branches within the meaning of
the Companies Act 2006.
Going concern
Information on the business environment
in which the Group operates, including the
factors that are likely to impact the future
prospects of the Group, is included in the
Strategic report. The principal risks and
uncertainties that the Group faces throughout
its global operations are shown on pages 22
and 23. The financial position of the Group,
its cash flows, liquidity position and debt
facilities are also described in the Strategic
Report. In addition, Notes 21 and 28 to the
consolidated financial statements set out the
Group’s objectives, policies and processes for
managing its capital; financial risks; financial
instruments and hedging activities; and its
exposures to credit, market (both currency
and interest rate-related) and liquidity risk.
Further details of the Group’s cash balances
and borrowings are included in Notes 14,
15 and 28 to the consolidated financial
statements.
The Directors have prepared cash flow
forecasts for the Group for a period in excess
of 12 months from the date of approval of the
2014 financial statements. These forecasts
reflect an assessment of current and future
end-market conditions and their impact on
the Group’s future trading performance. The
forecasts show that the Group will be able to
operate within the current committed debt
facilities and show continued compliance
with the Company’s financial covenants.
On the basis of the exercise described
above and the Group’s available committed
debt facilities, the Directors consider that
the Group and Company have adequate
resources to continue in operational existence
for the 12 months from the date of signing
these accounts. Accordingly, they continue
to adopt a going concern basis in preparing
the financial statements of the Group and
the Company.
Research & development
The Group’s investment in research &
development (“R&D”) during the year under
review amounted to £26.1m (representing
1.8% of Group revenue (2013: 1.8%).
Further details of the Group’s R&D activities
can be found on pages 15 and 16 of the
Strategic report.
Dividends
An interim dividend of 5.0 pence (2013:
4.75 pence) per Vesuvius ordinary share was
paid on 26 September 2014 to Vesuvius
shareholders. The Board is recommending
a final dividend in respect of 2014 of
11.125 pence (2013: 10.25 pence) per
ordinary share which, if approved, will be
paid on 22 May 2015 to shareholders on
the register at 10 April 2015.
Accountability and audit
A responsibility statement of the Directors and
a statement by the auditor about its reporting
responsibilities can be found on pages 97 and
100 to 102 respectively. The Directors fulfil the
responsibilities set out in their statement within
the context of an overall control environment
of central strategic direction and delegated
operating responsibility. As at the date of this
report, so far as each Director of the Company
is aware, there is no relevant audit information
of which the Company’s auditor is unaware
and each Director hereby confirms that they
have taken all the steps that they ought to have
taken as a Director in order to make themselves
aware of any relevant audit information and to
establish that the Company’s auditor is aware
of that information.
Auditor reappointment
KPMG LLP has expressed its willingness to
continue in office as auditor of the Company,
and consequently, resolutions for the
reappointment of KPMG as auditor of the
Company and to authorise the Directors
to determine its remuneration are to be
proposed at the AGM.
Directors
The Directors of the Company are Nelda
Connors, Christer Gardell, Jeff Hewitt,
Jane Hinkley, John McDonough CBE, Chris
O’Shea and François Wanecq. Two new
Directors, Douglas Hurt and Hock Goh, will
join the Board on 2 April 2015. Jeff Hewitt
will retire from the Board at the close of the
forthcoming AGM. All the other Directors,
including the new appointees, will retire at
the AGM and offer themselves for re-election.
Biographical information for the current
Directors is given on pages 56 and 57. Further
information on the remuneration of, and
contractual arrangements for, the current
Executive and Non-executive Directors is
given on pages 75 to 93 in the Directors’
remuneration report. The Non-executive
Directors do not have service agreements.
Biographical information and details of the
contractual arrangements for the new Nonexecutive Directors will be included in the
Notice of Meeting for the forthcoming AGM.
Directors’ indemnities
The Directors have been granted Qualifying
Third Party Indemnity Provisions by the
Company and the Directors of the Group’s
UK Pension Plan Trustee Board (none of
whom are Directors of Vesuvius plc) have
been granted Qualifying Pension Scheme
Indemnity Provisions by Vesuvius Pension
Plans Trustees Ltd. The indemnities for
Directors of Vesuvius plc have been in force
since the date of their appointment. The
Pension Trustee indemnities were in force
throughout the last financial year and remain
in force.
The Annual General Meeting of the Company
will be held at The Lincoln Centre, 18 Lincoln’s
Inn Fields, London WC2A 3ED on Thursday
14 May 2015 at 11.00 am.
95
Greenhouse gas emissions
Information on our reporting of greenhouse
gas emissions, and the methodology used
to record these, is set out on page 49 of the
Strategic report.
Donations
In accordance with Company policy, no
political donations were made in 2014
(2013: nil).
Change of control provisions
The terms of the Group’s committed bank
facility and US Private Placement Loan Notes
contain provisions entitling the counterparties
to exercise termination or other rights in the
event of a change of control on takeover of
the Company. A number of the arrangements
to which the Company and its subsidiaries are
party, such as other debt arrangements and
share incentive plans, may alter or terminate
on a change of control in the event of a
takeover. In the context of the Group as a
whole, these other arrangements are not
considered to be significant.
Share capital
Further information relating to the Company’s
issued share capital can be found in Note 7
to the Company financial statements.
The Company’s Articles specify that, subject
to the authorisation of an appropriate
resolution passed by a general meeting
of the Company, Directors can allot
relevant securities under Section 551 of the
Companies Act, up to the aggregate nominal
amount specified by that Act. In addition,
the Articles state the Directors can seek the
authority of shareholders in general meeting
to allot equity securities for cash without first
being required to offer such shares to existing
ordinary shareholders in proportion to their
existing holdings in connection with a rights
issue and in other circumstances up to an
aggregate nominal amount as specified in
Section 561 of the Companies Act.
At the Annual General Meeting on 15 May
2014, the Directors were authorised to
issue relevant securities up to an aggregate
Authority for purchase of own shares
Subject to the provisions of Company law
and any other applicable regulations, the
Company may purchase its own shares. At
the Annual General Meeting of the Company
held on 15 May 2014 Vesuvius shareholders
gave authority to the Company to make
market purchases of up to 27,121,389
Vesuvius ordinary shares, representing 10%
of the Company’s issued ordinary share
capital as at the latest practicable day prior to
the publication of the Notice of AGM. This
authority expires on 30 June 2015 or the date
of the AGM to be held in 2015, whichever is
the earlier. The Directors will seek renewal of
this authority at the forthcoming AGM.
In 2013 the Company acquired 7,271,174
ordinary shares, representing a nominal value
of £727,117 and 2.6% of the entire calledup share capital of the Company prior to
the purchase. These shares were purchased
pursuant to the Board’s commitment to
return the majority of the net proceeds of the
disposal of the Precious Metals Processing
division to shareholders. These shares
are currently held as Treasury shares. The
Company has not subsequently disposed of
any of the repurchased shares. During the
year, the Company did not make any further
acquisitions of shares, any acquisitions by
nominee, nor did it dispose of any shares
previously acquired. The Company does
not have a lien over any of its shares.
Share plans
Vesuvius operates a number of share-based
incentive plans , some of which have been
carried over from Cookson Group plc. For the
majority of these plans the Group can satisfy
entitlements by the acquisition of existing
shares, the transfer of Treasury shares or by
the issue of new shares. Existing shares are
held in an employee share ownership trust
(“ESOP”). The trustee of the ESOP purchases
shares in the open market as required, to
enable the Group to meet liabilities for the
issue of shares to satisfy awards that vest.
The trustee does not register votes in respect
of these shares and has waived the right to
receive any dividends.
In 2014 the trustee of the ESOP purchased
101,847 ordinary shares of 10p each in
Vesuvius plc with a nominal value of £10,185
at an average price, including transaction
costs of 490.43 pence per share. Subsequent
to the year-end, the ESOP purchased a further
371,040 shares at an average price, including
transaction costs, of 442.38 pence per share.
See Note 25 to the consolidated financial
statements for further information.
Pensions
In each country in which the Group operates,
the pension arrangements in place are
considered to be consistent with good
employment practice in that particular area.
Independent advisers are used to ensure that
the plans are operated in accordance with
local legislation and the rules of each plan.
Group policy prohibits direct investment
of pension fund assets in the Company’s
shares. Outside the UK, the US, Germany and
Belgium, the majority of pension plans in the
Group are of a defined contribution nature.
The Group’s UK defined benefits plan (the
“UK Plan”) and the main US defined benefits
plan are closed to new entrants and have
ceased providing future benefits accrual,
with all eligible employees instead being
provided with benefits through defined
contribution arrangements.
For the Group’s closed UK Plan a Trustee
Board exists comprising employees, former
employees and an independent trustee. The
Board currently comprises six trustee directors,
of whom two are member-nominated. The
administration of the plan is outsourced.
The Company is mindful of its obligations
under the Pensions Act 2004 and of the
need to comply with the guidance issued by
the Pensions Regulator. Regular dialogue is
maintained between the Company and the
Trustee Board of the UK Plan to ensure that
both Company and Trustee are apprised of
the same financial and other information
about the Group and the UK Plan. This is
pertinent to each being able to contribute to
the effective functioning of the UK Plan.
Governance
As at the date of this report, the Company
had an issued share capital of 278,485,071
ordinary shares of 10p each. 7,271,174 of
these ordinary shares are held in Treasury.
Therefore, the total number of Vesuvius plc
shares with voting rights is 271,213,897.
nominal amount of £18,080,926 and to
be empowered to allot equity securities for
cash on a non pre-emptive basis up to an
aggregate nominal amount of £1,392,425,
at any time up to the earlier of the date of
the 2015 Annual General Meeting or 30
June 2015. The Directors propose to renew
these authorities at the 2015 Annual General
Meeting for a further year. In the year ahead,
other than in respect of Vesuvius’ ability to
satisfy rights granted to employees under its
various share-based incentive arrangements,
the Directors have no present intention of
issuing any share capital of Vesuvius.
96
Directors’ Report continued
The latest full valuation of the UK Plan
showed a funding surplus, as a result of
which Company contributions ceased in July
2013. However, the Company has agreed to
make voluntary contributions of £2.0m per
annum at least until the next valuation date
in recognition of the potential funding strain
resulting from the ongoing derisking initiatives
likely to be undertaken in the short term.
Restrictions on transfer of shares
and voting
The Company’s Articles of Association
(“Articles”) do not contain any specific
restrictions on the size of a holding or on
the transfer of shares. The Directors are not
aware of any agreements between holders
of the Company’s shares that may result in
restrictions on the transfer of securities or
voting rights.
The Group’s worldwide net pension deficit at
31 December 2014 was £51.1m (31 December
No person has any special rights with regard
2013: £47.9m).
to the control of the Company’s share capital
The significant reduction in discount rates
and all issued shares are fully paid. This is a
across the UK, US and Germany and increased summary only and the relevant provisions
mortality rate assumptions in the US drove
of the Articles should be consulted if further
pension liabilities higher by £83.4m but this
information is required.
was largely offset by actuarial gains on plan
Amendment of Articles of Association
assets of £76.8m especially in the UK’s fixed
income securities, £3.6m of net settlement
The Company may make amendments to
gains arising from closure of the defined
the Articles by way of special resolution in
benefit pension plan in the Netherlands and
accordance with the Companies Act.
continued Company contributions to fund
the pension plans.
Further details of pension arrangements
are given in Note 29 to the consolidated
financial statements.
Interests in the Company’s shares
The Company has been notified in
accordance with DTR 5 of the Disclosure and
Transparency Rules of the following interests
of 3%, or more, of its issued ordinary shares:
Cevian Capital
Artisan Partners
Morgan Stanley
Pelham Capital
Management CfD
Franklin Templeton
31 Dec
2014
3 Mar
2015
21.11
11.04
5.99
21.11
11.04
6.09
5.91
5.01
5.91
5.01
The interests of Directors and their connected
persons in the ordinary shares of the
Company as disclosed in accordance with
the Listing Rules of the UK Listing Authority
are as set out on page 83 of the Directors’
Remuneration report and details of the
Directors’ long-term incentive awards are
set out on pages 81 and 82.
The Directors’ report has been approved by
the Board and is signed on its behalf by:
Henry Knowles
Company Secretary
3 March 2015
In compliance with the Financial Conduct Authority’s Listing Rule 9.8.4, we present the following disclosures for your consideration:
Disclosure requirement under LR 9.8.4
Reference/Location
(1)Interest capitalised by the Group during the year
Not applicable
(2)Publication of unaudited financial information
Not applicable
(4) Details of any long-term incentive schemes
Pages 88 and 89
(5)Director waiver of emoluments
Not applicable
(6)Director waiver of future emoluments
Not applicable
(7)Allotment for cash of equity securities made during the year
Not applicable
(8)Allotment for cash of equity securities made by a major unlisted subsidiary during the year
Not applicable
(9)Details of participation of parent undertaking in any placing made during the year
Not applicable
(10) Details of relevant contracts in which a Director or controlling shareholder was interested
during the year
Not applicable
(11)Contracts for the provision of services by a controlling shareholder during the year
Not applicable
(12)Details of any arrangement under which a shareholder has waived or agreed
Vesuvius plc holds 7,271,174 of its £0.10
to waive any dividends
ordinary shares as Treasury shares. No dividends
are payable on these shares. Cookson
Investments (Jersey) Limited, the Trustee of
the Company’s ESOP, has agreed to waive on
an ongoing basis any dividends payable on
shares it holds for the benefit of the Company’s
Employee Share Plans, details of which can be
found on page 95
(13)Details of where a shareholder has agreed to waive future dividends
See above
(14)Statements relating to controlling shareholders and ensuring company independence
Not applicable
97
Statement of Directors’ responsibilities in respect of the
Annual report and financial statements
The Directors of Vesuvius plc are responsible
for preparing the Annual report and the
Group and parent company (the “Company”)
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare Group and Company financial
statements for each financial year. Under
that law they are required to prepare the
Group financial statements in accordance
with IFRSs as adopted by the European
Union and applicable law and have elected
to prepare the Company financial statements
in accordance with UK Accounting Standards
and applicable law (“UK Generally Accepted
Accounting Practice”).
Under company law the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair
view of the state of affairs of the Group and
Company and of their profit or loss for that
period. In preparing each of the Group and
Company financial statements, the Directors
are required to:
• Select suitable accounting policies and then
apply them consistently
• Make judgements and estimates that are
reasonable and prudent
• For the Company financial statements,
state whether applicable UK Accounting
Standards have been followed, subject
to any material departures disclosed
and explained in the Company financial
statements
• Prepare the financial statements on the
going concern basis unless it is inappropriate
to presume that the Group and the
Company will continue in business
Under applicable law and regulations, the
Directors are also responsible for preparing a
Strategic report, Directors’ report, Directors’
remuneration report and Corporate
governance report that comply with that
law and those regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the UK
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement of the Directors
in respect of the Annual financial report
Each of the Directors confirms that to the best
of their knowledge:
• The financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and
fair view of the assets, liabilities, financial
position and profit or loss of the Company
and the undertakings included in the
consolidation taken as a whole
• The Directors’ report and Strategic report
include a fair review of the development
and performance of the business and
the position of the Company and the
undertakings included in the consolidation
taken as a whole, together with a
description of the principal risks and
uncertainties that they face
In addition, the Directors consider that the
Annual report, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders to
assess the Company’s performance, business
model and strategy.
The names and functions of the Directors of
Vesuvius plc are as follows:
John McDonough Chairman
François Wanecq Chief Executive
Chris O’Shea Chief Financial Officer
Nelda Connors Non-executive Director
Christer Gardell Non-executive Director
Jeff Hewitt Non-executive Director,
Senior Independent
Director and Chairman
of the Audit Committee
Jane Hinkley Non-executive Director
and Chairman of
the Remuneration
Committee
On behalf of the Board
Chris O’Shea
3 March 2015
Governance
• For the Group financial statements, state
whether they have been prepared in
accordance with IFRSs as adopted by the
European Union
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the Company and enable them to ensure
that its financial statements comply with the
Companies Act 2006. They have general
responsibility for taking such steps as are
reasonably open to them to safeguard the
assets of the Group and to prevent and
detect fraud and other irregularities.
98
Section Five: Financial Statements
99
5
Section Five
Financial
Statements
In this section
100 Independent auditor’s report
103 Group income statement
104 Group statement of comprehensive income
105 Group statement of cash flows
106 Group balance sheet
107Group statement of changes in equity
108 Notes to the consolidated financial statements
148 Company balance sheet
149 Notes to the Company financial statements
154 Five-year summary: Divisional results
154 Shareholder information
156 Glossary
100
Independent Auditor’s Report to the
Members of Vesuvius plc Only
Opinions and conclusions
arising from our audit
1 Our opinion on the financial
statements is unmodified We have
audited the financial statements of Vesuvius
plc for the year ended 31 December 2014
which comprise the Group income statement,
the Group statement of comprehensive
income, the Group statement of cash flows,
the Group and Company balance sheets, the
Group statement of changes in equity, and
the related Notes. In our opinion:
•The financial statements give a true and
fair view of the state of the Group’s and
of the parent Company’s affairs as at
31 December 2014 and of the Group’s
profit for the year then ended
The risk: The Group recognised in 2013
a deferred tax asset of £29.2m in respect
of unutilised losses and other temporary
differences arising in the US. The amount
recognised in 2014 has increased to
£54.0m. The Group also has losses and
other temporary differences for which no
deferred tax asset has been recognised in
these financial statements. The recognition or
otherwise of a deferred tax asset in respect of
these losses and other temporary differences
is based on judgement in respect of the
timing and quantum of expected future
profits and the ability of the Group to offset
any of its accumulated losses against these
expected profits.
Our response: We compared the
assumptions used in respect of future taxable
profit forecasts to the Group’s long-term
•The Group financial statements have been
forecasts. We considered, amongst other
properly prepared in accordance with
International Financial Reporting Standards things, historical levels of US tax profits, the
historical accuracy of forecasts, the growth
as adopted by the European Union
forecasts used by the Group, and the period
•The parent Company financial statements
over which those forecasts were applied. This
have been properly prepared in accordance
included critically assessing the assumptions
with UK Accounting Standards
and judgements made by the Directors
in those growth forecasts, by using our
•The financial statements have been
knowledge of the Group and the industry
prepared in accordance with the
in which it operates and by comparing
requirements of the Companies Act
growth assumptions to externally derived
2006 and, as regards the Group financial
data. We also assessed the adequacy of the
statements, Article 4 of the IAS Regulation
Group’s disclosures setting out the basis of
2 Our assessment of risks of material
the deferred tax balance and the level of
misstatement In arriving at our audit opinion estimation involved.
above on the financial statements, the risks of
Income tax payable and provisions (£44.9m):
material misstatement that had the greatest
Refer to page 68 (Audit Committee report),
effect on our audit were as follows:
page 115 (accounting policy) and page 118
Recognition of deferred tax assets (£54.0m):
(financial disclosures).
The risk: Provisions for tax contingencies
require the Directors to make judgements and
estimates in relation to income tax issues and
exposures. This is one of the key judgemental
areas that our audit concentrated on due
to the Group operating in a number of tax
jurisdictions, the complexities of transfer
pricing and other international tax legislation,
and the time taken for tax matters to be
agreed with the tax authorities.
Our response: In this area our audit
procedures included the use of our own
global tax specialists to assess the Group’s
tax positions, and its correspondence with
the relevant tax authorities to analyse and
challenge the assumptions, such as the
likelihood of settlement, used to determine
tax provisions based on our knowledge and
experience of the application of international
and local legislation by the relevant authorities
and courts. We also considered the adequacy
of the Group’s disclosures in respect of
income tax payable and provisions.
Provisions (£52.7m):
The risk: In providing for known or probable
costs, resulting from indirect tax, legal,
regulatory, or environmental requirements,
the Directors use their judgement, experience,
and where appropriate receive external
advice, in order to make provisions in the
financial statements for such matters. The
inherent uncertainty and risk could have
material impact on the Group’s financial
position and result for the year.
Our response: In this area our audit
procedures included obtaining an
understanding from the Directors of the basis
for their best estimates, and then challenging
the basis used with reference to the latest
available corroborative information, in light
of our understanding of the business, and by
obtaining third-party confirmations where
appropriate. In addition we met with the
Group’s in-house legal counsel to discuss the
nature of ongoing claims, and obtained formal
confirmations from the Group’s external
counsel for all significant litigation. We also
assessed whether the Group’s disclosures
about provisions, contingent liabilities, and the
movements in the year were appropriate.
101
3 Our application of materiality and an
overview of the scope of our audit The
materiality for the Group financial statements
as a whole was set at £5.7m (2013: £7.0m).
This has been determined with reference
to a benchmark of Group profit before
taxation, of which it represents 5% (2013:
6.7%). We have reduced the percentage of
the benchmark from 6.7% to 5% in 2014 to
move in line with the peer group for other
similar businesses.
We report to the Audit Committee any
corrected or uncorrected identified
misstatements exceeding £0.3m, in addition
to other identified misstatements that
warranted reporting on qualitative grounds.
Of the Group’s 53 reporting components,
we subjected 17 to audits for Group reporting
purposes and three to specified risk-focused
audit procedures. For coverage achieved
by Group reporting please refer to the
chart below.
The remaining 27% of total Group revenue,
13% of Group profit before tax and 13%
of total Group assets are represented by
33 reporting components, none of which
individually represented more than 4% of any
of total Group revenue, Group profit before
tax or total Group assets. For these remaining
components, we performed analysis at an
aggregated Group level to re-examine our
assessment that there were no significant
risks of material misstatement within these.
The Group audit team instructed component
auditors as to the significant areas to be
covered, including the relevant risks detailed
above and the information to be reported
back. The Group audit team approved the
component materialities, which ranged
from £0.1m to £5.6m, having regard to the
mix of size and risk profile of the Group
across the components. The work on 18
of the 20 components was performed by
component auditors and the rest by the
Group audit team.
The Group audit team visited six component
locations in Brazil, the UK, the US, Germany,
Poland, and China. Telephone conference
meetings were also held with these
component auditors and all others that were
not physically visited. At these visits and
meetings, the findings reported to the Group
audit team were discussed in more detail,
and any further work required by the Group
audit team was then performed by the
component auditor.
Materiality to the Group financial statements
Profit before tax
Materiality
£5.7m
Group financial
statements
materiality
£111.2m
£0.3m
Misstatements
reported to the
Audit Committee
Coverage
13
13
27
48
18
Group’s profit
before tax
%
Group’s
total assets
%
69
25
Covered by audits for Group reporting purposes
Covered by specified audit procedures for Group reporting purposes
Not in-scope for Group reporting purposes
75
12
Group’s
revenue
%
102
Independent auditor’s report to the members of Vesuvius plc only continued
4 Our opinion on other matters
prescribed by the Companies Act 2006
is unmodified In our opinion:
•Certain disclosures of Directors’
remuneration specified by law are
not made or
•We have not received all the information
•The part of the Directors’ remuneration
and explanations we require for our audit
report to be audited has been properly
prepared in accordance with the Companies
Under the Listing Rules we are required
Act 2006
to review:
•The information given in the Strategic
•The Directors’ statement, set out on
report and the Directors’ report for the
page 94, in relation to going concern
financial year for which the financial
statements are prepared is consistent
•The part of the Corporate governance
with the financial statements
statement on page 61 relating to the
Company’s compliance with the ten
5 We have nothing to report in respect
provisions of the 2012 UK Corporate
of the matters on which we are required
Governance Code specified for our review
to report by exception Under ISAs (UK
and Ireland) we are required to report to you
We have nothing to report in respect of the
if, based on the knowledge we acquired
above responsibilities.
during our audit, we have identified other
Scope of report and responsibilities
information in the Annual report that
As explained more fully in the Directors’
contains a material inconsistency with either
responsibilities statement set out on
that knowledge or the financial statements,
page 97, the Directors are responsible for
a material misstatement of fact, or that is
the preparation of the financial statements
otherwise misleading.
and for being satisfied that they give a
In particular, we are required to report to
true and fair view. A description of the
you if:
scope of an audit of financial statements
is provided on the Financial Reporting
•We have identified material inconsistencies
Council’s website at www.frc.org.uk/
between the knowledge we acquired
auditscopeukprivate. This report is made
during our audit and the Directors’
solely to the Company’s members as a body
statement that they consider that the
and is subject to important explanations and
Annual report and financial statements
disclaimers regarding our responsibilities,
taken as a whole is fair, balanced and
published on our website at www.kpmg.
understandable and provides the
com/uk/auditscopeukco2014a, which are
information necessary for shareholders
incorporated into this report as if set out
to assess the Group’s performance,
in full and should be read to provide an
business model and strategy or
understanding of the purpose of this report,
the work we have undertaken and the basis
•The Audit Committee report does
of our opinions.
not appropriately address matters
communicated by us to the
Audit Committee
Paul Korolkiewicz (Senior Statutory Auditor)
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
•Adequate accounting records have not
been kept by the parent company, or
returns adequate for our audit have not
been received from branches not visited
by us or
•The parent company financial statements
and the part of the Directors’ remuneration
report to be audited are not in agreement
with the accounting records and returns or
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square, London, E14 5GL
3 March 2015
103
Group income statement
For the year ended 31 December 2014
Notes
Continuing operations
Revenue
Manufacturing costs
Administration, selling and distribution costs
Trading profit
Amortisation of intangible assets
Restructuring charges
Operating profit/(loss)
Net finance costs
Share of post-tax profit of joint ventures
Profit on disposal of continuing operations
Profit/(loss) before tax
Income tax (costs)/credits
Profit/(loss) from:
Discontinued operations
Profit
5
5
17
7
10
9
11
23
Profit attributable to:
Owners of the parent
Non-controlling interests
Profit
Earnings per share Continuing operations Total operations — pence
— basic
— diluted
— basic
— diluted
2014
2013
Separately
Headline
reported
performance
items
£m
£m
Separately
reported
items
£m
1,444.4
(1,048.3)
(253.3)
142.8
—
—
142.8
(16.4)
1.4
—
127.8
(32.9)
Total
£m
Headline
performance
£m
Total
£m
—
—
—
—
(17.0)
—
(17.0)
—
—
0.4
(16.6)
25.8
1,444.4
(1,048.3)
(253.3)
142.8
(17.0)
—
125.8
(16.4)
1.4
0.4
111.2
(7.1)
1,510.5
(1,100.0)
(270.5)
140.0
—
—
140.0
(17.3)
2.5
—
125.2
(32.5)
—
—
—
—
(17.4)
(3.9)
(21.3)
—
—
0.2
(21.1)
38.8
1,510.5
(1,100.0)
(270.5)
140.0
(17.4)
(3.9)
118.7
(17.3)
2.5
0.2
104.1
6.3
94.9
—
94.9
9.2
(3.6)
5.6
104.1
(3.6)
100.5
92.7
—
92.7
17.7
29.9
47.6
110.4
29.9
140.3
90.3
4.6
94.9
5.6
—
5.6
95.9
4.6
100.5
87.7
5.0
92.7
47.6
—
47.6
135.3
5.0
140.3
12
36.8
36.7
35.5
35.4
38.4
38.3
49.2
49.1
104
Group statement of comprehensive income
Notes
Profit
Other comprehensive (loss)/income, net of income tax
Items that will not be reclassified subsequently to income statement
Remeasurement of defined benefit liabilities/assets
Income tax relating to items not reclassified
Items that may be reclassified subsequently to income statement
Exchange differences on translation of the net assets of foreign operations
Reclassification of exchange differences on disposal of foreign operations
Exchange translation differences arising on net investment hedges
Change in fair value of cash flow hedges
Change in fair value of available-for-sale investments
Other comprehensive loss, net of income tax
Total comprehensive income
Total comprehensive income attributable to:
Owners of the parent
Total comprehensive income
2014
£m
2013
£m
100.5
140.3
29.6
11.4
(9.9)
0.5
10.2
(1.6)
26
26
26
(9.6)
—
(0.3)
(0.2)
(0.2)
(19.7)
80.8
(55.0)
(6.2)
0.3
0.4
0.1
(51.8)
88.5
75.7
5.1
80.8
86.9
1.6
88.5
105
Group statement of cash flows
Notes
Cash flows from operating activities
Cash generated from operations
Net interest paid
Income taxes paid
Net cash inflow from operating activities
13
Cash flows from investing activities
Capital expenditure
Proceeds from the sale of property, plant and equipment
Proceeds from the sale of investments
Acquisition of subsidiaries and joint ventures, net of cash acquired
Disposal of subsidiaries and joint ventures, net of cash disposed of
Dividends received from joint ventures
Other investing outflows
Net cash outflow from investing activities
Net cash inflow before financing activities
22
Cash flows from financing activities
Repayment of borrowings
Settlement of forward foreign exchange contracts
Proceeds from the issue of share capital
Purchase of own shares
Borrowing facility arrangement costs
Dividends paid to equity shareholders
Dividends paid to non-controlling shareholders
Net cash outflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
Effect of exchange rate fluctuations on cash and cash equivalents
Cash and cash equivalents at 31 December
15
27
15
15
14
Continuing Discontinued
operations
operations
£m
£m
109.1
3.2
(53.1)
2.0
0.6
(2.6)
59.2
(0.5)
—
—
—
—
—
(0.5)
108.6
3.2
(53.1)
2.0
0.6
(2.6)
58.7
145.0
(12.0)
(24.4)
108.6
160.7
(11.8)
(30.4)
118.5
(53.1)
2.0
0.6
(23.4)
—
0.6
(2.3)
(75.6)
33.0
(46.3)
1.6
0.3
—
44.1
1.3
(1.4)
(0.4)
118.1
(9.8)
4.8
—
(0.5)
—
(41.2)
(2.6)
(49.3)
(16.3)
52.8
2.0
38.5
(112.2)
(1.4)
0.1
(34.1)
(0.4)
(39.4)
(1.1)
(188.5)
(70.4)
124.7
(1.5)
52.8
operations
operations
£m
£m
128.4
11.0
(46.3)
1.6
1.3
(1.1)
94.9
2013
£m
(9.9)
—
—
—
—
—
(9.9)
2013
total
£m
118.5
11.0
(46.3)
1.6
1.3
(1.1)
85.0
Free cash flow
Net cash inflow/(outflow) from operating activities
Additional funding contributions into Group pension plans
Capital expenditure
Proceeds from the sale of property, plant and equipment
Dividends received from joint ventures
Dividends paid to non-controlling shareholders
Free cash flow
2014
total
£m
2014
£m
106
Group balance sheet
As at 31 December 2014
Notes
Assets
Property, plant and equipment
Intangible assets
Employee benefits — net surpluses
Interests in joint ventures
Investments
Income tax recoverable
Deferred tax assets
Other receivables
Total non-current assets
Cash and short-term deposits
Inventories
Trade and other receivables
Income tax recoverable
Derivative financial instruments
Total current assets
Total assets
Equity
Issued share capital
Retained earnings
Other reserves
Equity attributable to the owners of the parent
Total equity
Liabilities
Interest-bearing borrowings
Employee benefits — net liabilities
Other payables
Provisions
Deferred tax liabilities
Total non-current liabilities
Interest-bearing borrowings
Trade and other payables
Income tax payable
Provisions
Derivative financial instruments
Total current liabilities
Total liabilities
Total equity and liabilities
16
17
29
11
11
14
20
19
11
21
2014
£m
2013
as restated
£m
291.8
703.9
49.8
16.9
3.3
2.9
71.4
16.5
1,156.5
274.7
717.7
28.7
15.4
4.2
4.2
43.7
14.3
1,102.9
76.9
191.9
334.1
4.0
—
606.9
1,763.4
76.6
181.9
313.7
3.5
0.3
576.0
1,678.9
24
27.8
25 2,332.1
26 (1,466.7)
893.2
29.9
923.1
28
29
31
33
11
304.9
100.9
18.2
31.9
50.3
506.2
309.5
76.6
18.6
35.3
51.0
491.0
28
31
11
33
21
40.3
221.0
51.8
20.8
0.2
334.1
840.3
1,763.4
23.5
214.5
45.0
20.8
0.2
304.0
795.0
1,678.9
The financial statements were approved and authorised for issue by the Directors on 3 March 2015 and signed on their behalf by:
François WanecqChris O’Shea
Chief Executive
27.8
2,284.6
(1,455.8)
856.6
27.3
883.9
107
Group statement of changes in equity
Issued
share
capital
£m
As at 1 January 2013
Profit
Other comprehensive income/(loss), net of income tax
Total comprehensive (loss)/income
Recognition of share-based payments
Dividends paid (Note 27)
Redemption of redeemable preference shares
Issue of share capital
Total transactions with owners
Profit
Other comprehensive income/(loss), net of income tax
Owners of
the parent
£m
Noncontrolling
interests
£m
Total
equity
£m
27.8 (1,399.0) 2,212.2
—
—
135.3
841.0
135.3
26.8
5.0
867.8
140.3
10.2
(1.6)
10.2
(1.6)
—
—
10.2
(1.6)
—
(51.6)
—
—
(6.2)
—
—
0.3
—
—
0.4
—
—
0.1
—
—
(57.0)
8.6
—
(57.0)
143.9
—
—
(34.1)
—
—
2.1
—
—
(39.4)
—
0.1
(0.1)
—
0.1
—
—
0.2
(71.5)
27.8 (1,455.8) 2,284.6
—
—
95.9
(51.6)
(6.2)
0.3
0.4
0.1
(48.4)
86.9
(34.1)
2.1
(39.4)
—
0.1
(71.3)
856.6
95.9
(3.4)
—
—
—
—
(3.4)
1.6
—
—
(1.1)
—
—
(1.1)
27.3
4.6
(55.0)
(6.2)
0.3
0.4
0.1
(51.8)
88.5
(34.1)
2.1
(40.5)
—
0.1
(72.4)
883.9
100.5
(9.9)
0.5
(9.9)
0.5
—
—
(9.9)
0.5
—
(10.2)
—
—
(0.3)
—
—
(0.2)
—
—
(0.2)
—
—
(10.9)
(9.4)
—
(10.9)
86.5
—
—
(0.5)
—
—
2.7
—
—
(41.2)
—
—
(39.0)
27.8 (1,466.7) 2,332.1
(10.2)
(0.3)
(0.2)
(0.2)
(20.3)
75.6
(0.5)
2.7
(41.2)
(39.0)
893.2
—
—
—
—
—
—
—
—
0.6
—
—
—
0.6
5.2
—
—
(2.6)
(2.6)
29.9
(9.6)
(0.3)
(0.2)
(0.2)
(19.7)
80.8
(0.5)
2.7
(43.8)
(41.6)
923.1
Total comprehensive (loss)/income
Total transactions with owners
Retained
earnings
£m
Other
reserves
£m
108
Notes to the consolidated financial statements
1.General information
Vesuvius plc (“Vesuvius” or “the Company”) is a public limited company registered in England and Wales and listed on the London
Stock Exchange. The nature of the operations and principal activities of the Company and its subsidiary and joint venture companies
(“the Group”) is set out in the Strategic report on pages 2 to 53 and its registered address is shown on page 154.
2. Basis of preparation
2.1 Basis of accounting
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as
adopted by the European Union and, with the exception of defined benefit pension plans, certain provisions and derivative financial
instruments, under the historical cost convention.
2.2 Basis of consolidation
The consolidated financial statements of the Group incorporate the financial statements of the Company and entities controlled by the
Company (its “subsidiaries”). Control exists when the Company has the power to direct the relevant activities of an entity that significantly
affect the entity’s return so as to have rights to the variable return from its activities. In assessing whether control exists, potential voting
rights that are currently exercisable are taken into account. The results of subsidiaries acquired or disposed of during the year are included
in the Group income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those
detailed herein to ensure that the Group financial statements are prepared on a consistent basis. All intra-Group transactions, balances,
income and expenses are eliminated on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s interest therein. Noncontrolling interests consist of the amount of those interests at the date of the original business combination together with the non-controlling
interests’ share of profit or loss and each component of other comprehensive income since the date of the combination. Total comprehensive
income is attributed to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
2.3 Going concern
The Directors have prepared cash flow forecasts for the Group for a period in excess of 12 months from the date of approval of the
2014 financial statements. These forecasts reflect an assessment of current and future end-market conditions and their impact on the
Group’s future trading performance. The forecasts show that the Group will be able to operate within the current committed debt
facilities and show continued compliance with the Company’s financial covenants. On the basis of the exercise described above and the
Group’s available committed debt facilities, the Directors consider that the Group and Company have adequate resources to continue in
operational existence for 12 months from the date of signing these accounts. Accordingly, they continue to adopt a going concern basis
in preparing the financial statements of the Group and the Company.
2.4 Functional and presentation currency
The financial statements are presented in millions of pound sterling, which is the functional currency of the Company, and rounded to one
decimal place. Foreign operations are included in accordance with the policies set out in Note 28.1.
2.5 Disclosure of “Separately reported items”
IAS 1 Presentation of Financial Statements, provides no definitive guidance as to the format of the income statement, but states key
lines which should be disclosed. It also encourages the disclosure of additional line items and the reordering of items presented on the
face of the income statement when appropriate for a proper understanding of the entity’s financial performance. In accordance with
IAS 1, the Company has adopted a columnar presentation for its Group income statement, to separately identify Headline Performance
results, as the Directors consider that this gives a better view of the underlying results of the ongoing business. As part of this presentation
format, the Company has adopted a policy of disclosing separately on the face of its Group income statement, within the column entitled
“Separately reported items”, the effect of any components of financial performance for which the Directors consider separate disclosure
would assist both in a better understanding of the financial performance achieved and in making projections of future results. In its
adoption of this policy, the Company applies an even-handed approach to both gains and losses and aims to be both consistent and
clear in its accounting and disclosure of such items.
Both materiality and the nature and function of the components of income and expense are considered in deciding upon such
presentation. Such items may include, inter alia, the financial effect of exceptional items which occur infrequently, such as major
restructuring activity, initial recognition and subsequent increase, decrease and amortisation of deferred tax assets, together with
items always reported separately, such as amortisation charges relating to intangible assets, profits or losses arising on the disposal of
continuing or discontinued operations and the taxation impact of the aforementioned exceptional items and items reported separately.
109
2. Basis of preparation (continued)
2.6 New and revised IFRS
Following the implementation of Amendments to IAS 32 Financial Instruments which clarified the circumstances in which financial
instruments can be offset within financial statements, the Group has reviewed the presentational treatment of its notional cash pooling
arrangements and consequently has made the following restatements to prior year consolidated results: cash and short-term deposits
have increased by £8.2m from the previously reported 2013 figure £68.4m to £76.6m; overdrafts within current interest-bearing
borrowings have increased by £8.2m from the previously reported 2013 figure £15.6m to £23.8m. This presentational disclosure change
has no effect on cash and cash equivalents as shown in the Group statement of cash flows, or the Group’s overall financial position,
total comprehensive income or earnings per share in either the current or prior year. See Note 28.4 for further details.
The Group also adopted a number of other new standards and amendments which became effective during the year, none of which
had a material impact on the Group’s net cash flow, financial position, total comprehensive income or earnings per share.
A number of other new and amended IFRS were issued during the year which do not become effective until after 1 January 2015
and which have not been early adopted.
IFRS 9 Financial Instruments (effective after 1 January 2018, for the year-end 2018), replaces the existing guidance in IAS 39 Financial
Instruments Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial
instruments, including a new expected credit loss model for calculating impairment on financial assets, and new general hedge
accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39.
The Group is currently assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 9.
IFRS 15 Revenue from Contracts with Customers (effective after 1 January 2017, for the year-end 2017), establishes a comprehensive
framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance,
including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programmes. Based on a preliminary assessment
of the adoption of IFRS 15, the Group currently does not believe there will be a significant impact on its consolidated financial statements.
Other new or amended standards are not expected to have a significant impact on the Group’s financial statements.
3.Critical judgements in applying accounting policies and key sources of estimation uncertainty
Determining the carrying amount of some assets and liabilities requires estimation of the effect of uncertain future events. The major
sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets or
liabilities are noted below.
3.1 Goodwill and other intangible assets
The Directors use their judgement to determine the extent to which goodwill and other capitalised intangible assets have a value that will
benefit the performance of the Group over future periods. To assist in making this judgement, the Directors undertake an assessment, at least
annually, of the carrying value of the Group’s capitalised goodwill and other intangible assets. In the assessment undertaken as at 31 December
2014, further details of which are given in Note 18, value in use was derived from discounted three-year cash flow projections and terminal
value based on a conservative growth rate of 2.5% in the years beyond the projection period. The projection period is, in the opinion
of the Directors, an appropriate period over which to view the future results of the Group’s businesses for this purpose. Changes to the
assumptions used in making these forecasts could significantly alter the Directors’ assessment of the carrying value of goodwill and other
intangible assets.
3.3Provisions
Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering taxation and
environmental matters. Several of the Group’s subsidiaries are parties to legal proceedings, certain of which are insured claims arising in the
ordinary course of the operations of the company involved, and are aware of a number of issues which are, or may be, the subject of dispute
with tax authorities. Provisions are made for the expected amounts payable in respect of known or probable costs resulting both from legal
or other regulatory requirements, or from third-party claims. As the settlement of many of the obligations for which provision is made is
subject to legal or other regulatory process, the timing and amount of the associated outflows is subject to some uncertainty. The Directors
use their judgement and experience to make provisions in the financial statements for an appropriate amount relating to such matters.
3.2 Employee benefits
The Group’s financial statements include the costs and obligations associated with the provision of pension and other post-retirement
benefits to current and former employees. It is the Directors’ responsibility to set the assumptions used in determining the key elements
of the costs of meeting such future obligations. These assumptions are set after consultation with the Group’s actuaries and include those
used to determine regular service costs and the financing elements related to the plans’ assets and liabilities. Whilst the Directors believe
that the assumptions used are appropriate, a change in the assumptions used could affect the Group’s profit and financial position.
110
Notes to the consolidated financial statements continued
3.Critical judgements in applying accounting policies and key sources of estimation uncertainty (continued)
3.4Taxation
(a) Current tax
Tax benefits are not recognised unless it is probable that they will result in future economic benefits to the Group. In assessing the
amount of the benefit to be recognised in the financial statements, the Directors exercise their judgement in considering the effect of
negotiations, litigation and any other matters that they consider may impact upon the potential settlement. Any interest and penalties
on tax liabilities are provided for in the tax charge. The Group operates internationally and is subject to tax in many different jurisdictions.
As a consequence, the Group is routinely subject to tax audits and local enquiries which, by their very nature, can take a considerable
period of time to conclude. Provisions are made for known issues based upon the Directors’ interpretation of country-specific tax law
and their assessment of the likely outcome.
(b) Deferred tax
The Group has recognised deferred tax assets in respect of unutilised losses and other timing differences arising in a number of the Group’s
businesses, further details of which are given in Note 11.4. Account has been taken of future forecasts of taxable profit in arriving at the values
at which these assets are recognised. If these forecast profits do not materialise or change, or there are changes in tax rates or to the period over
which the losses or timing differences might be recognised, then the value of deferred tax assets will need to be revised in a future period.
The Group also has losses and other timing differences, analysed in Note 11.4, for which no deferred tax assets have been recognised in
these financial statements, relating either to loss-making subsidiaries where the future economic benefit of the timing difference is not
probable or to where the timing difference is of such a nature that its value is dependent on certain types of profit being earned, such as
capital profits. If trading or other appropriate profits are earned in future in these companies, these losses and other timing differences
may yield benefit to the Group in the form of a reduced tax charge.
4.
Non-GAAP financial measures
The Company uses a number of non-Generally Accepted Accounting Practice (“non-GAAP”) financial measures in addition to those
reported in accordance with IFRS. The Directors believe that these non-GAAP measures, listed below, are important when assessing
the underlying financial and operating performance of the Group and its divisions.
4.1Headline
Headline performance is from continuing operations and before items reported separately on the face of the income statement.
4.2Underlying
Underlying performance is adjusted to exclude the effects of changes in exchange rates, business acquisitions and disposals.
4.3 Return on sales
Return on sales is calculated as trading profit divided by revenue.
4.4 Trading profit
Trading profit is defined as operating profit before separately reported items. The Directors believe that trading profit is an important
measure of the underlying trading performance of the Group.
4.5 Headline profit before tax
Headline profit before tax is calculated as the net total of trading profit, plus the Group’s share of post-tax profit of joint ventures and
total net finance costs associated with headline performance.
4.6 Effective tax rate
The Group’s effective tax rate is calculated on the income tax costs associated with headline performance, divided by headline profit
before tax and before the Group’s share of post-tax profit of joint ventures.
4.7 Headline earnings per share
Headline earnings per share is calculated by dividing headline profit before tax less associated income tax costs attributable to owners
of the parent by the weighted average number of ordinary shares in issue during the year.
4.8 Operating cash flow
Operating cash flow is cash generated from continuing operations before restructuring, demerger payments and additional pension
funding contributions but after deducting capital expenditure net of asset disposals.
111
4. Non-GAAP financial measures (continued)
4.9 Free cash flow
Free cash flow is defined as net cash flow from operating activities after net outlays for the purchase and sale of property, plant and
equipment, dividends from joint ventures and dividends paid to non-controlling shareholders, but before additional funding contributions
to Group pension plans.
4.10 Average working capital to sales ratio
The average working capital to sales ratio is calculated as the percentage of average working capital balances to the total revenue for
the year, using constant foreign exchange rates. Average working capital (comprising inventories, trade receivables and trade payables)
is calculated as the average of the 12 previous month-end balances.
4.11 Earnings before interest, tax, depreciation and amortisation (“EBITDA”)
EBITDA is calculated as the total of trading profit before depreciation charges.
4.12 Net interest
Net interest is calculated as interest payable on borrowings less interest receivable, excluding any item separately reported.
4.13 Interest cover
Interest cover is the ratio of EBITDA to net interest.
4.14 Net debt
Net debt comprises the net total of current and non-current interest-bearing borrowings and cash and short-term deposits.
4.15 Net debt to EBITDA
Net debt to EBITDA is the ratio of net debt at the year-end to EBITDA for that year.
4.16 Return on net assets (“RONA”)
RONA is calculated as trading profit plus share of post-tax profit of joint ventures, divided by average net operating assets, at constant
foreign exchange rates (being the average over the previous 12 months of property, plant and equipment, trade working capital and other
operating receivables and payables).
4.17 Constant rates
Figures presented at constant rates represent December 2013 numbers retranslated to December 2014 exchange rates.
5.
Segment information
The segment information contained in this Note makes reference to several non-GAAP financial measures, definitions of which can be
found in Note 4.
5.1 Accounting policy
(a) Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for goods supplied and services rendered to customers after
deducting rebates, discounts and value-added taxes, and after eliminating sales within the Group. Revenue from the sale of goods is
recognised when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards
of ownership have been transferred to the customer, recovery of the consideration is probable, there is no continuing management
involvement with the goods, and the amount of revenue can be measured reliably. A provision for anticipated returns is made based
primarily on historical return rates. Where a contractual arrangement consists of two or more separate elements that can be provided
to customers either on a stand-alone basis or as an extra, such as the provision of supplementary materials with equipment, revenue is
recognised for each element as if it were an individual contractual arrangement.
(b) Research & development costs
Expenditure on research activities is recognised in the income statement as an expense in the year in which it is incurred. Expenditure
on development activities is capitalised if the product or process is technically and commercially feasible and the Group has sufficient
resources to complete development. All other development expenditure is recognised in the income statement as an expense in the year
in which it is incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses.
112
5. Segment information (continued)
5.2 Business segments
Operating segments for continuing operations
For reporting purposes, the Group is organised into two main business segments: Steel and Foundry. It is the Vesuvius Board which
makes the key operating decisions in respect of these segments. The information used by the Vesuvius Board to review performance
and determine resource allocation between the business segments is presented with the Group’s activities segmented between the two
business segments, Steel and Foundry. Taking into account the basis on which the Group’s activities are reported to the Vesuvius Board,
the Directors believe that these two business segments are the appropriate way to analyse the Group’s results. The principal activities of
each of these segments are described in the Strategic report on pages 34 to 41.
Segment revenue represents revenue from external customers (inter-segment revenue is not material). Trading profit includes items
directly attributable to a segment as well as those items that can be allocated on a reasonable basis.
The European Precious Metals business was held for sale as at 31 December 2012 and its results for the period up to 31 May 2013, when
it was sold, are reported as discontinued operations in 2013.
5.3 Income statement
The operating segment results from continuing operations for 2014 and 2013 are presented below.
2014
Steel
£m
Foundry
£m
Continuing
operations
£m
Segment revenue
981.4
463.0
1,444.4
Segment EBITDA
Segment depreciation
Segment trading profit
Operating profit
Net finance costs
Profit before tax
Return on sales margin (%)
Capital expenditure additions (£m)
121.9
(25.5)
96.4
59.4
(13.0)
46.4
9.8
28.6
10.0
24.9
181.3
(38.5)
142.8
(17.0)
125.8
(16.4)
1.4
0.4
111.2
9.9
53.5
2013
Segment revenue
Segment EBITDA
Segment depreciation
Segment trading profit
Operating profit
Net finance costs
Profit before tax
Return on sales margin (%)
Capital expenditure additions (£m)
Steel
£m
Foundry
£m
Continuing
operations
£m
1,017.5
493.0
1,510.5
114.1
(25.4)
88.7
65.2
(13.9)
51.3
8.7
28.6
10.4
18.9
179.3
(39.3)
140.0
(17.4)
(3.9)
118.7
(17.3)
2.5
0.2
104.1
9.3
47.5
113
5. Segment information (continued)
5.4 Geographic analysis
External revenue
USA
Germany
China
UK
Brazil
India
France
Spain
Rest of the World
Non-current assets
2014
£m
2013
£m
2014
£m
2013
£m
291.0
202.1
103.5
78.2
71.9
85.9
52.6
45.2
514.0
1,444.4
294.6
216.1
109.5
79.2
83.9
86.0
56.0
42.6
542.6
1,510.5
243.9
108.5
86.7
143.4
62.9
37.0
14.5
36.0
300.5
1,033.4
216.0
114.4
76.1
155.6
56.2
36.4
15.7
34.2
323.7
1,028.3
External revenue disclosed in the table above is based upon the geographical location of the operation. The Group’s customers are widely
dispersed around the world and no single country included within Rest of the World in the table above, for either of the years presented,
amounts to more than 10% of the total external revenue of continuing operations. Non-current assets exclude employee benefits net
surpluses and deferred tax assets.
5.5 Products and customers
Information relating to the Group’s products and services is given in the Strategic report on pages 2 to 53. The Group is not dependent
upon any single customer for its revenue and no single customer, for either of the years presented in the tables above, accounts for more
than 10% of the Group’s total external revenue.
6.Amounts payable to KPMG LLP and its associates
Fees payable to the Company’s auditor and its associates for the audit of the Company’s annual accounts
Fees payable to the Company’s auditor and its associates for other services:
Audit of the Company’s subsidiaries
Audit-related assurance services
Tax compliance and advisory
Total auditor’s remuneration
2014
£m
2013
£m
0.4
0.3
1.4
0.1
0.1
2.0
1.4
0.1
0.1
1.9
Total auditor’s remuneration of £2.0m in 2014, all related to continuing operations, of which £1.8m related to audit fees and £0.2m of
non‑audit fees, the latter comprising £0.1m in respect of the interim review fee and £0.1m for taxation advice (2013: £1.9m, including
£1.7m of audit fees and £0.2m of non-audit fees, the latter comprising of £0.1m in respect of the interim review fee and £0.1m for taxation
advice). It is the Group’s policy not to use the Group’s auditor for non-audit services other than for very limited tax services where the
synergies between the audit services and tax services make it cost effective for the Group.
7.
Cash costs of £5.8m (2013: £10.3m) (Note 13) were incurred in the year in respect of the restructuring initiatives of continuing operations
commenced in prior years, leaving provisions made but unspent of £8.0m (Note 33) as at 31 December 2014 (2013: £12.9m), of which
£4.4m relates to future costs in respect of leases expiring between one and eight years.
There were no separately reported restructuring charges for the year from continuing operations. The 2013 charge of £3.9m arose
in connection with initiatives that included redundancy programmes, the downsizing or closure of facilities, the streamlining of
manufacturing processes and the rationalisation of product lines. Of this total charge, £0.1m arose in connection with the actions taken
to downsize the Solar Crucibles operations of the Foundry division, comprising of redundancy and other cash costs of £1.1m, net of the
release of a reserve of £1.0m for lease costs no longer required. The net tax credit attributable to the total restructuring charges in 2013
was £2.6m.
114
8.Employees
8.1 Employee benefits expense
Wages and salaries
Social security costs
Share-based payments (Note 30)
Pension costs — defined contribution pension plans (Note 29)
— defined benefit pension plans (Note 29)
Other post-retirement benefits (Note 29)
Total employee benefits expense
2014
£m
2013
£m
296.9
45.5
2.3
9.2
3.8
0.3
358.0
326.3
48.7
2.6
10.9
7.1
0.7
396.3
Of the total employee benefits expense of £358.0m (2013: £396.3m), £356.2m (2013: £384.8m) was charged in arriving at trading profit,
within which £3.6m (2013: £nil) was credited within gains relating to employee benefits plans, £1.8m (2013: £1.8m) was charged within
ordinary net finance costs, and £nil (2013: £9.7m) was charged to discontinued operations.
At constant 2014 foreign exchange rates the total employee benefits expense for 2013 is £371.3m which includes discontinued expenses
of £10.7m.
8.2 Average number of employees
Steel
Foundry
Total average number of employees
2014
no.
2013
no.
7,716
3,387
11,103
—
11,103
7,568
3,423
10,991
505
11,496
The Group acquired ECIL Met Tec with 473 employees in October 2014. Had we acquired ECIL Met Tec on 1 January, the average
headcount would have been 11,496.
8.3 Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the
categories specified in IAS 24 Related Party Disclosures. Further information about the remuneration of individual Directors is provided
in the audited part of the Directors’ remuneration report on pages 75 to 93.
Short-term employee benefits
Post-employment benefits
Share-based payments
Total remuneration of key management personnel
9.
2014
£m
2013
£m
0.9
0.3
1.0
2.2
1.5
0.3
0.9
2.7
The net profit on disposal of continuing operations in 2014 of £0.4m comprised of £0.8m profit on the sale of non-current assets in the
USA and Czech Republic, and a £0.4m loss on the dilution of interests in an investment holding in Italy. The net profit on disposal of
continuing operations in 2013 of £0.2m comprised £0.4m profit on the sale of a construction and installation business in Canada, together
with a loss relating to a non-core business held for sale as at 31 December 2012. The tax charge attributable to these transactions was £nil
(2013: £nil).
115
10. Net finance costs
The ineffective portion of the change in fair value of interest rate swaps designated as cash flow hedges is included within interest
payable on loans and overdrafts. Borrowing costs that are directly attributable to the acquisition, construction or production of an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset.
All other borrowing costs are recognised as an expense in the income statement using the effective interest rate method.
10.2 Total net finance costs
Interest payable on borrowings
Loans, overdrafts and factoring arrangements
Obligations under finance leases
Amortisation of capitalised borrowing costs
Total interest payable on borrowings
Interest on net retirement benefits obligations
Unwinding of discounted provisions
Finance income
Total net finance costs
2014
£m
2013
£m
14.2
0.1
1.8
16.1
1.8
1.1
(2.6)
16.4
13.2
0.2
2.6
16.0
1.8
1.3
(1.8)
17.3
11. Income tax
Tax expense represents the sum of current tax and deferred tax. Current and deferred tax are recognised in profit or loss except to the
extent that they relate to items charged or credited in other comprehensive income or directly to equity, in which case the associated tax
is also dealt with in other comprehensive income or directly in equity.
Current tax is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the income statement
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never
taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted, or substantively
enacted, by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than
in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based
on tax rates and laws that have been enacted, or substantively enacted, by the balance sheet date.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and interests in joint ventures,
except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
116
11. Income tax (continued)
11.2 Income tax costs
2014
£m
2013
£m
31.8
0.4
32.2
31.9
(1.3)
30.6
(25.7)
0.6
(25.1)
7.1
(38.3)
1.4
(36.9)
(6.3)
32.9
(25.8)
7.1
32.5
(38.8)
(6.3)
Separately reported items
2014
£m
2013
£m
US deferred tax asset recognition (Note 11.4)
Amortisation of intangibles
Total tax credit on separately reported items
21.8
—
4.0
25.8
29.2
2.6
7.0
38.8
Current tax
Overseas taxation
Adjustments in respect of prior years
Total current tax, continuing operations
Deferred tax
Origination and reversal of temporary taxable differences
Total deferred tax, continuing operations
Total income tax costs
Total income tax costs attributable to:
Continuing operations — headline performance
— separately reported items
The Group’s total income tax costs relating to separately reported items are analysed in the following table:
Tax credit in the Group statement of comprehensive income in the year amounted to £0.5m (2013: £1.6m charge), £0.5m (2013: £1.4m)
of which related to net actuarial gains and losses on employee benefits plans.
The Group operates in a number of countries that have differing tax rates, laws and practices. Changes in any of these areas could,
adversely or positively, impact the Group’s tax charge in the future. Continuing losses, or insufficiency of taxable profit to absorb all
expenses, in any subsidiary could have the effect of increasing tax charges in the future, relative to 2014, as effective tax relief may
not be available for those losses or expenses. Other significant factors affecting the tax charge are described in Notes 3.4 and 11.1.
11.3 Reconciliation of income tax costs to profit before tax
2014
£m
2013
£m
Profit before tax
111.2
104.1
Tax at the UK corporation tax rate of 21.5% (2013: 23.25%)
Overseas tax rate differences
Withholding taxes
Amortisation of intangibles
Expenses not deductible for tax purposes
US deferred tax asset not previously recognised
Deferred tax assets not recognised
Utilisation of previously unrecognised tax losses
23.9
6.9
3.9
(0.3)
2.5
(34.4)
3.9
(0.3)
1.0
7.1
24.2
4.6
3.6
(2.7)
0.8
(29.2)
3.8
(11.5)
0.1
(6.3)
117
11.4 Deferred tax
Interest
£m
Exchange adjustments
Charge to Group statement of comprehensive income
Credit/(charge) to Group income statement
Credit to Group income statement US
Acquisition
Credit to Group statement of comprehensive income
(Charge)/credit to Group income statement
Credit /(charge) to Group income statement US
—
—
—
—
14.5
14.5
1.7
—
—
—
14.2
30.4
Other
operating
losses
£m
—
(0.3)
—
2.5
11.3
13.5
1.0
—
—
(1.0)
9.6
23.1
Recognised in the Group balance sheet as:
Non-current deferred tax assets
Non-current deferred tax liabilities
Net total deferred tax liabilities
Pension
costs
£m
3.1
—
(1.4)
—
—
1.7
0.1
—
0.5
(1.0)
—
1.3
Intangible
assets
£m
(49.6)
1.3
—
7.0
—
(41.3)
0.9
—
—
4.0
—
(36.4)
Timing
differences
£m
Total
£m
3.7
(0.9)
(0.2)
(1.7)
3.4
4.3
0.4
(1.3)
—
1.3
(2.0)
2.7
(42.8)
0.1
(1.6)
7.8
29.2
(7.3)
4.1
(1.3)
0.5
3.3
21.8
21.1
2014
£m
2013
£m
71.4
(50.3)
21.1
43.7
(51.0)
(7.3)
Included in non-current deferred tax assets is £54.0m (2013: £29.2m) in respect of the partial recognition of temporary differences arising
in the US. We initially recognised a deferred tax asset of £29.2m in 2013 in respect of US losses. However our confidence has increased
regarding the future realisation of value for these losses, and at the end of 2014 we have increased the total deferred tax asset recognised
to £54.0m. In view of its material size and nature, the tax credit arising from the recognition of this asset is presented separately from
the tax charge on headline performance, in accordance with the principles outlined in Note 2.5 above. Subsequent increase, decrease
and amortisation of the value of this asset would similarly be expected to be presented in this manner, as the Directors consider that the
separate identification of deferred tax for material temporary differences would assist both in a better understanding of the financial
performance achieved and in making projections of future results of the Group. Consequently, the credit to the Group income statement
of £21.8m (2013: £29.2m) comprises additional recognition of deferred tax asset of £34.4m, net of amortisation of £12.6m.
Tax loss carry-forwards and other temporary differences of £2.1m (2013: £7.5m) were recognised by subsidiaries reporting a loss in 2013
or 2014. On the basis of approved business plans of these subsidiaries, the Directors consider it probable that the tax loss carry-forwards
and temporary differences can be offset against future taxable profits.
The total deferred tax assets not recognised as at 31 December 2014 were £259.3m (2013: £280.0m), as analysed below. In accordance
with the accounting policy in Note 11.1, these items have not been recognised as deferred tax assets on the basis that their future
economic benefit is not probable. In total, there was a decrease of £20.7m (2013: £56.6m) in net unrecognised deferred tax assets
during the year.
2013
£m
117.5
52.3
33.0
13.1
2.0
41.4
259.3
126.0
69.4
33.0
13.1
4.2
34.3
280.0
As at 31 December 2014, the Group had total operating losses carried forward with a tax value of £140.6m (2013: £139.5m).
Operating losses
Unrelieved US interest (may be carried forward indefinitely)
Capital losses available to offset future UK capital gains (may be carried forward indefinitely)
UK ACT credits (may be carried forward indefinitely)
US tax credits
Other timing differences
Total deferred tax assets not recognised
2014
£m
118
11.4 Deferred tax (continued)
2014
£m
2013
£m
Losses available to set against future US taxable income, due to expire 2024 to 2031
28.7
29.6
Losses available to set against future UK taxable income (may be carried forward indefinitely)
79.8
77.6
Losses available to set against future taxable income in Rest of World (“RoW”):
Due to expire within five years
Due to expire between five and 20 years
Carried forward indefinitely
ROW operating losses
14.7
—
17.4
32.1
17.1
1.1
14.1
32.3
140.6
139.5
Total net operating losses
Total net operating losses of £140.6m (2013: £139.5m) comprised unrecognised losses of £117.5m (2013: £126.0m) and recognised losses
of £23.1m (2013: £13.5m).
The above losses available relating to the Rest of the World arise in a number of countries, each of which is not individually significant,
reflecting the spread of the Group’s operations.
As at 31 December 2014, the Group had US tax credits carried forward with a tax value of £2.0m (2013: £4.2m) as follows:
US research and experimentation credits (due to expire 2018 to 2033)
US foreign tax credits (due to expire 2022 to 2024)
US tax credits
2014
£m
2013
£m
1.1
0.9
2.0
1.1
3.1
4.2
There are no temporary differences associated with investments in subsidiaries and interests in joint ventures for which deferred tax
liabilities have not been recognised.
From 1 April 2014, the UK corporation tax rate reduced to 21% from 23%. Further UK corporation tax rate reductions to 20%
from 1 April 2015 were substantively enacted on 2 July 2013. Accordingly, the Group’s closing UK deferred tax liability has been provided
using a tax rate of 20%. The impact of using this lower tax rate was included in 2013 and increased the exceptional tax credit relating to
the amortisation of intangible assets from £4.5m to £7.0m. There was no impact in 2014.
11.5 Income tax payable and recoverable
2014
£m
2013
£m
Liabilities and provisions for income tax payable
Income taxes recoverable:
within one year
after more than one year
51.8
45.0
4.0
2.9
6.9
3.5
4.2
7.7
Net liability and provision for income tax payable
44.9
37.3
119
12. Earnings per share (“EPS”)
12.1 Earnings for EPS
Basic and diluted EPS from continuing operations are based upon the profit attributable to owners of the parent, as reported in the Group
income statement, of £99.5m (2013: £105.4m), being the profit for the year of £104.1m (2013: £110.4m) less non-controlling interests of
£4.6m (2013: £5.0m); basic and diluted EPS from total operations are based on the profit attributable to owners of the parent of £95.9m
(2013: £135.3m); headline and diluted headline EPS are based upon headline profit from continuing operations attributable to owners of
the parent of £90.3m (2013: £87.7m). The table below reconciles these different profit measures.
operations
operations
£m
£m
Profit attributable to owners of the parent
Adjustments for separately reported items:
Profit on disposal of discontinued operations
Tax relating to separately reported items
Headline profit attributable to owners of the parent
2014
total
£m
operations
operations
£m
£m
2013
total
£m
99.5
(3.6)
95.9
105.4
29.9
135.3
17.0
—
(0.4)
—
(25.8)
90.3
—
—
—
—
—
(3.6)
17.0
—
(0.4)
—
(25.8)
86.7
17.4
3.9
(0.2)
—
(38.8)
87.7
—
0.1
—
(19.3)
—
10.7
17.4
4.0
(0.2)
(19.3)
(38.8)
98.4
2014
£m
2013
£m
270.3
0.8
271.1
274.8
0.9
275.7
12.2 Weighted average number of shares
For calculating basic and headline EPS
Adjustment for dilutive potential ordinary shares
For calculating diluted and diluted headline EPS
For the purposes of calculating diluted and diluted headline EPS, the weighted average number of ordinary shares is adjusted to include
the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares expected
to vest, relating to the Company’s share-based payment plans. Potential ordinary shares are only treated as dilutive when their conversion
to ordinary shares would decrease EPS, or increase loss per share, from continuing operations.
12.3 Per share amounts
operations
operations
pence
pence
Earnings/(loss) per share — basic
— headline
— diluted
— diluted headline
2014
total
pence
operations
operations
pence
pence
2013
total
pence
36.8
33.4
(1.3)
35.5
32.1
38.4
31.9
10.8
49.2
35.8
36.7
33.3
(1.3)
35.4
32.0
38.3
31.8
10.8
49.1
35.7
120
13.Cash generated from operations
operations
operations
£m
£m
Operating profit
Adjustments for:
Depreciation
EBITDA
Net (increase)/decrease in trade and other working capital
Net operating outflow related to assets and liabilities
classified as held for sale
Outflow related to restructuring charges
Outflow related to demerger costs
Additional pension funding contributions
Cash generated from operations
2014
total
£m
Continuing
operations
£m
Discontinued
operations
£m
2013
total
£m
125.8
(3.6)
122.2
118.7
10.6
129.3
17.0
—
38.5
181.3
(26.8)
—
—
—
(3.6)
3.1
17.0
—
38.5
177.7
(23.7)
17.4
3.9
39.3
179.3
15.8
—
0.1
—
10.7
(3.5)
17.4
4.0
39.3
190.0
12.3
—
(5.8)
—
(3.2)
145.5
—
—
—
—
(0.5)
—
(5.8)
—
(3.2)
145.0
—
(10.3)
(3.2)
(11.0)
170.6
(17.1)
—
—
—
(9.9)
(17.1)
(10.3)
(3.2)
(11.0)
160.7
14.Cash and cash equivalents
2014
£m
Cash at bank and in hand
Cash and short-term deposits
Bank overdrafts
Cash and cash equivalents in the Group statement of cash flows
76.9
76.9
(38.4)
38.5
2013
as restated
£m
76.6
76.6
(23.8)
52.8
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component
of cash and cash equivalents for the purpose of the Group statement of cash flows.
121
15. Reconciliation of movement in net debt
Balance as at
1 Jan 2014
as restated
£m
Cash and cash equivalents
Bank overdrafts
Borrowings, excluding bank overdrafts
Current
Non-current
Capitalised borrowing costs
Net debt
Foreign
exchange
adjustments
£m
Non-cash
movements
£m
76.6
(23.8)
52.8
0.9
1.1
2.0
—
—
—
(0.6)
(15.7)
(16.3)
76.9
(38.4)
38.5
(1.5)
(310.7)
(312.2)
3.0
(256.4)
—
(5.6)
(5.6)
—
(3.6)
—
—
—
(1.8)
(1.8)
(0.7)
10.5
9.8
—
(6.5)
(2.2)
(305.8)
(308.0)
1.2
(268.3)
Cash flow
£m
Balance as at
31 Dec 2014
£m
Net debt is a measure of the Group’s net indebtedness to banks and other external financial institutions and comprises the total of cash
and short-term deposits and current and non-current interest-bearing borrowings.
16. Property, plant and equipment
Freehold land is carried at cost less accumulated impairment losses. Other items of property, plant and equipment are carried at cost
less accumulated depreciation and accumulated impairment losses. Costs are capitalised only when it is probable that they will result in
future economic benefits flowing to the Group and when they can be measured reliably. All other repairs and maintenance expenditure
are charged to the Group income statement in the period in which they are incurred.
Freehold land is not depreciated as it has an infinite life. Depreciation on other items of property, plant and equipment begins when the
asset is available for use and is charged to the Group income statement on a straight-line basis so as to write off the cost less residual value
of the asset over its estimated useful life as follows:
Asset category
Estimated useful life
Freehold property
Leasehold property
Plant and equipment — motor vehicles and information technology equipment
— other
between ten and 50 years
the term of the lease
between one and five years
between three and 15 years
The depreciation method used, residual values and estimated useful lives are reviewed and changed, if appropriate, at least at each yearend. As described in Note 18.1, an asset’s carrying amount is immediately written down to its recoverable amount if its carrying amount
is greater than its estimated recoverable amount. Gains and losses arising on disposals are determined by comparing sales proceeds with
carrying amount and are recognised in the Group income statement.
122
16. Property, plant and equipment (continued)
16.2 Movement in net book value
Freehold Leasehold
Plant and Construction
property property equipment in progress
£m
£m
£m
£m
Cost
Capital expenditure additions
Disposals
Reclassifications
Capital expenditure additions
Acquisitions through business combinations
Disposals
Reclassifications
31.7
(1.6)
19.5
(0.3)
(17.8)
31.5
—
24.2
—
—
(15.8)
39.9
Total
£m
133.4
(6.4)
4.5
(0.1)
14.8
146.2
(2.0)
6.7
2.3
(1.4)
5.2
157.0
3.6
(0.1)
0.2
—
—
3.7
—
0.5
—
(0.5)
—
3.7
460.7
(15.1)
23.3
(19.6)
3.0
452.3
(3.0)
22.1
5.9
(8.4)
10.6
479.5
629.4
(23.2)
47.5
(20.0)
—
633.7
(5.0)
53.5
8.2
(10.3)
—
680.1
Depreciation charge
Disposals
Reclassifications
Depreciation charge
Disposals
Reclassifications
47.5
(2.0)
4.8
—
4.2
54.5
(0.4)
4.8
(0.9)
(0.1)
57.9
2.1
(0.1)
0.3
—
—
2.3
—
0.3
(0.5)
(0.1)
2.0
302.0
(9.9)
34.2
(19.9)
(4.2)
302.2
0.2
33.4
(7.7)
0.3
328.4
Net book value as at 31 December 2014
99.1
1.7
151.1
39.9
291.8
Net book value as at 31 December 2013
91.7
1.4
150.1
31.5
274.7
Net book value as at 1 January 2013
85.9
1.5
158.7
31.7
277.8
Accumulated depreciation and impairment losses
—
—
—
—
—
—
—
—
—
—
—
351.6
(12.0)
39.3
(19.9)
—
359.0
(0.2)
38.5
(9.1)
0.1
388.3
The net book value of assets held under finance leases as at 31 December 2014, 31 December 2013 and 1 January 2013 was not material.
123
17. Intangible assets
Intangible assets comprise goodwill and other intangible assets that have been acquired through business combinations.
(a)Goodwill
Goodwill arising in a business combination is initially recognised as an asset at cost, measured as the excess of the aggregate of the
acquisition-date fair value of the consideration transferred and the amount of any non-controlling interest acquired over the net of the
acquisition-date fair value amounts of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain
purchase gain is recognised immediately in profit or loss. Goodwill is subsequently measured at cost less accumulated impairment losses,
with impairment testing carried out annually, or more frequently when there is an indication that the cash-generating unit to which the
goodwill has been allocated may be impaired. On disposal of a business, the attributable amount of goodwill is included in the calculation
of the profit or loss on disposal.
(b) Other intangible assets
Intangible assets other than goodwill are recognised on business combinations if they are separable, or if they arise from contractual
or other legal rights, and their value can be measured reliably. They are initially measured at cost, which is equal to the acquisition-date fair
value, and subsequently measured at cost less accumulated amortisation charges and accumulated impairment losses. Other intangible
assets are subject to impairment testing when there is an indication that an impairment loss may have been incurred and are amortised
over their estimated useful lives.
17.2 Movement in net book value
Goodwill
£m
Cost
As at 1 January
Business combinations (Note 22)
As at 31 December
Accumulated amortisation and impairment losses
As at 1 January
Amortisation charge for the year
As at 31 December
Net book value as at 31 December
555.3
(5.5)
11.6
561.4
—
—
—
—
561.4
Other
intangible
assets
£m
2014
total
£m
Goodwill
£m
Other
intangible
assets
£m
2013
total
£m
260.3
(4.4)
—
255.9
815.6
(9.9)
11.6
817.3
579.6
(24.3)
—
555.3
266.4
(6.1)
—
260.3
846.0
(30.4)
—
815.6
97.9
(1.5)
17.0
113.4
97.9
(1.5)
17.0
113.4
—
—
—
—
82.3
(1.8)
17.4
97.9
82.3
(1.8)
17.4
97.9
142.5
703.9
555.3
162.4
717.7
17.3 Analysis of goodwill by cash-generating unit (“CGU”)
Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to benefit from the synergies of the
combination. For the purposes of impairment testing, the Directors consider that the Group has two CGUs: the Steel division and the
Foundry division. These CGUs represent the lowest level within the Group at which goodwill is monitored.
2013
£m
363.2
198.2
561.4
355.1
200.2
555.3
Steel
Foundry
Total goodwill
2014
£m
124
17. Intangible assets (continued)
17.4 Analysis of other intangible assets
Other intangible assets arose in 2008 on the acquisition of Foseco plc and are being amortised on a straight-line basis over their estimated
useful lives. The assets acquired and their remaining useful lives are shown below.
Remaining
useful life
years
Foseco — customer relationships (useful life: 20 years)
— trade name (useful life: 20 years)
— intellectual property rights (useful life: ten years)
Total
13.3
13.3
3.3
Net book
value as at
31 Dec 2014
£m
68.4
48.0
26.1
142.5
18. Impairment of tangible and intangible assets
The Directors regularly review the performance of the business and the external business environment to determine whether there is any
indication that those assets have suffered an impairment loss. If such indication exists, the recoverable amount of the asset is estimated
and compared to the carrying value in order to determine the extent, if any, of the impairment loss. Where it is not feasible to estimate
the recoverable amount of an individual asset, the Directors estimate the recoverable amount of the CGU to which the asset belongs.
In addition, goodwill is tested for impairment on an annual basis. Goodwill acquired in a business combination is allocated to each of the
Group’s CGUs expected to benefit from the synergies of the combination and the Directors carry out annual impairment testing of the
carrying value of each CGU, to assess the need for any impairment of the carrying value of the associated goodwill and other intangible
and tangible assets.
For the purpose of impairment testing, the recoverable amount of an asset or CGU is the higher of (i) its fair value less costs to sell and
(ii) its value in use. If the recoverable amount of a CGU is less than its carrying amount, the resulting impairment loss is allocated first
to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the CGU pro rata on the basis of
the carrying amount of each asset in the CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period.
An impairment loss recognised in a prior year for an asset other than goodwill may be reversed where there has been a change in the
estimates used to measure the asset’s recoverable amount since the impairment loss was recognised.
18.2 Key assumptions
The key assumptions used in determining value in use are return on sales, growth rates and discount rates. Return on sales assumptions
are based on historical financial information, adjusted to factor in the anticipated impact of restructuring and rationalisation plans already
announced at the balance sheet date.
The value in use calculations of the Group’s CGUs are based on three-year business plans and a terminal value at 2.5% growth rate.
The cash flows are discounted to their current value using pre-tax discount rates, which represent each CGU’s weighted average cost
of capital (“WACC”). Growth rates are determined with reference to: current market conditions; external forecasts and historical trends
for the Group’s key end-markets of Steel and Foundry; and expected growth in output within the industries in which each major Group
business unit operates. A perpetuity growth rate of 2.5% (2013: 2.5%) has been applied. This is a conservative assumption given that the
2014 underlying revenue and trading profit growth are 3.5% and 11.6% respectively (2013: (0.8%) and 10.9%) and the Group noted
no reason to change it from prior year. The pre-tax discount rate is the WACC calculated for each CGU as at 31 December 2014 based
on industry-specific beta coefficients for the industries in which the CGUs operate, risk-free rates, and equity risk premia related to the
major countries in which the CGUs are located, selecting countries which contribute at least 60% of total CGU revenue. The pre-tax
discount rate used for the Steel CGU was 10.3% (2013: 11.7%) and for the Foundry CGU was 15.0% (2013: 13.7%). The increase in
Foundry’s pre-tax discount rate is due to the inclusion of Brazil in the weighted assumption to ensure the revenue coverage reflects the
portfolio of Foundry business globally. Under a sensitivity analysis undertaken on the 2014 impairment testing, a 1.0% increase in each of
the CGU discount rates and a 1.0% perpetuity growth rate still left each CGU with significant headroom of recoverable amount over its
carrying value. A pre-tax WACC of 18% would result in an impairment of Foundry intangible assets and 17.1% for Steel.
18.3 Goodwill impairment
In assessing goodwill for potential impairment as at 31 December 2014, the Directors made use of detailed calculations of the recoverable
amount of the Group’s CGUs as at 31 December 2014. Those calculations resulted in recoverable amounts significantly higher than the
carrying values of each of the Group’s CGUs and consequently no impairment charges were recognised.
125
19. Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest
method, less impairment losses.
19.2 Analysis of trade and other receivables
2014
Gross Impairment
£m
£m
Trade receivables — current
— one to 30 days past due
— 31 to 60 days past due
— 61 to 90 days past due
— over 90 days past due
Trade receivables
Other receivables
Prepayments and accrued income
Total trade and other receivables
212.5
48.7
14.7
7.1
30.5
313.5
(0.8)
(0.7)
(0.2)
(0.2)
(23.5)
(25.4)
2013
Net
£m
Gross
£m
211.7
48.0
14.5
6.9
7.0
288.1
19.9
26.1
334.1
197.0
44.0
17.3
8.3
30.5
297.1
Impairment
£m
(1.3)
(0.6)
(0.1)
(0.3)
(21.5)
(23.8)
Net
£m
195.7
43.4
17.2
8.0
9.0
273.3
17.3
23.1
313.7
All of the Group’s operating companies have policies and procedures in place to assess the creditworthiness of the customers with whom
they do business. Where objective evidence exists that a trade receivable balance may be impaired, provision is made for the difference
between its carrying amount and the present value of the estimated cash that will be recovered. Evidence of impairment may include such
factors as the customer being in breach of contract, or entering bankruptcy or financial reorganisation proceedings. Impairment provisions
are assessed on an individual customer basis for all significant outstanding balances and collectively for all remaining balances, based upon
historical loss experience. Historical experience has shown that the Group’s trade receivable provisions are maintained at levels that are
sufficient to absorb actual bad debt write-offs, without being excessive.
Under its non-recourse factoring arrangements, the Group sells trade receivables balances to a third-party factoring company in
exchange for a cash payment from the factoring company, net of fees. All the risks and rewards of the trade receivables subject to these
arrangements are transferred to the factoring company and, accordingly, the trade receivables are derecognised in the Group balance
sheet. Such arrangements are used from time to time by the Group to manage the recovery of cash from its trade receivables. As at
31 December 2014, the Group balance sheet included £5.9m (2013: £11.9m) of cash that would otherwise have been reported as
trade receivables if these arrangements were not in place. The movement since the prior year of £6.0m includes £4.8m in respect of
the retirement of a debt factoring programme in Germany. Factoring fees incurred during the year ended 31 December 2014, which
are written off to the Group income statement within ordinary finance costs, amounted to £0.6m (2013: £0.4m).
19.3 Movements on impairment provisions
As at 1 January
Charge for the year
Receivables written off during the year as uncollectable
As at 31 December
2014
£m
2013
£m
23.8
3.0
(1.4)
25.4
28.0
4.3
(8.5)
23.8
Write-offs shown in the table above are charged or credited as appropriate within administration, selling and distribution costs
or discontinued activities in the Group income statement.
126
19. Trade and other receivables (continued)
19.3 Movements on impairment provisions (continued)
Of the total provision for impairment of trade receivables at 31 December 2014 of £25.4m (2013: £23.8m) shown in the table above,
£24.1m (2013: £22.6m) related to balances that were impaired on an individual basis. The ageing analysis of these individually impaired
balances is shown in the table below.
Ageing analysis of individually impaired trade receivable balances
Current
One to 30 days past due
31 to 60 days past due
61 to 90 days past due
Over 90 days past due
Total individually impaired trade receivable balances
2014
£m
2013
£m
0.5
0.4
0.1
0.1
23.0
24.1
0.8
0.3
0.1
0.3
21.1
22.6
Due to the large number of customers with which the Group transacts its business, none of which represent a significant proportion
of the total outstanding trade receivables balance and, considering the level of trade receivable provisions held, the Group is not exposed
to any significant concentration of credit risk. There is no significant difference between the fair value of the Group’s trade and other
receivable balances and the amount at which they are reported in the Group balance sheet.
20.Inventories
Inventories are stated at the lower of cost (using the first in, first out method) and net realisable value. Cost comprises expenditure incurred
in purchasing or manufacturing inventories together with all other costs directly incurred in bringing the inventory to its present location
and condition and, where appropriate, attributable production overheads based on normal activity levels. Net realisable value represents
the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. The amount
of any write-down of inventories to net realisable value is recognised as an expense in the year in which the write-down occurs.
20.2 Analysis of inventories
Raw materials
Work-in-progress
Finished goods
Total inventories
2014
£m
2013
£m
72.5
16.5
102.9
191.9
61.2
14.0
106.7
181.9
The cost of inventories recognised as an expense and included in cost of sales of continuing operations in the income statement during
the year was £670.4m (2013: £655.7m). An expense of £nil (2013: £43.8m) was included within discontinued operations.
127
21. Derivative financial instruments
The Group uses derivative financial instruments (“derivatives”) in the form of forward foreign currency contracts, and interest rate swaps
to manage the effects of its exposure to foreign exchange risk, and interest rate risk. The way in which derivatives are used to manage
the Group’s financial risk is detailed in Note 28.
Derivatives are measured at fair value. The fair value of forward foreign currency contracts is calculated using market prices at the balance
sheet date. The fair value of an interest rate swap is the estimated amount that the Group would receive or pay to terminate the swap at
the balance sheet date, taking into account current interest rates and the creditworthiness of the swap counterparty.
The method of recognising the gain or loss on remeasurement to fair value depends on whether the derivative is designated as a hedging
instrument for hedge accounting purposes and, if so, the nature of the item being hedged. Strict conditions have to be satisfied in order
to qualify for hedge accounting, including a determination both at inception of the hedge and on an ongoing basis that the hedge is
expected to be highly effective in achieving offsetting changes in fair values or cash flows attributable to the hedged risk. The change
in fair value of a derivative that is not designated as a hedging instrument for hedge accounting purposes is recognised immediately in
the Group income statement. No derivatives are held for speculative purposes.
Cash flow hedges
The effective part of any gain or loss on a derivative that is designated as a cash flow hedge is recognised in other comprehensive income
and presented in the hedging reserve in equity. The ineffective part of any gain or loss is recognised immediately within trading profit,
or within finance costs in the case of interest rate swaps designated as cash flow hedges. When the transaction that was being hedged
is realised and affects profit or loss, the cumulative gain or loss on the derivative is removed from the hedging reserve and recognised
in the income statement in the same period.
Fair value hedges
The change in fair value of a derivative that is designated as a fair value hedge is recognised within trading profit in the Group income
statement. The carrying amount of the hedged item is adjusted by the change in its fair value that is attributable to the hedged risk and
this adjustment is recognised within trading profit in the Group income statement.
Net investment hedges
The effective part of any gain or loss on a derivative that is designated as a hedge of a net investment in a foreign operation is recognised
in other comprehensive income and presented in the translation reserve in equity, and is subsequently recognised in the Group income
statement as part of the profit or loss on disposal of the net investment. The ineffective portion of the gain or loss is recognised
immediately within trading profit in the Group income statement.
21.2 Analysis of derivative financial instruments
2014
Assets Liabilities
£m
£m
Cash flow hedges
Other derivatives — not designated for hedge accounting purposes
Total derivative financial instruments
—
—
—
—
0.2
0.2
2013
Assets
£m
Liabilities
£m
0.3
—
0.3
—
0.2
0.2
All of the fair values shown in the table above are classified under IFRS 13 as Level 2 measurements which have been calculated using
quoted prices from active markets, where similar contracts are traded and the quotes reflect actual transactions in similar instruments.
All of the derivative assets and liabilities reported in the table above will mature within a year of the balance sheet date.
128
22.Acquisition of subsidiaries and joint ventures, net of cash acquired
During the year, the Group acquired 100% ownership interests in ECIL Met Tec and Process Metrix subsidiaries providing
technical services.
2014
£m
Consideration transferred
Cash
Deferred
Contingent
Total consideration transferred
24.6
3.8
1.2
29.6
Identifiable assets acquired and liabilities assumed at fair value
Property, plant and equipment
Inventories
Trade and other receivables
Cash
Trade and other payables
Taxation
Total identifiable net assets at fair value
Goodwill
8.2
6.7
6.1
1.2
(2.9)
(1.3)
18.0
11.6
The £23.4m disclosed in the Group statement of cash flows in respect of the acquisition of subsidiaries, net of cash acquired, comprised
£24.6m paid for current year acquisitions, less £1.2m of cash acquired with current year acquisitions. For Process Metrix, US$7.7m was
paid on completion of the acquisition with the remaining US$4.0m deferred for a period of up to five years (US$2.0m in equal annual
instalments and US$2.0m on the achievement of certain specified performance-related milestones). For ECIL Met Tec, BRL79m was paid
on completion; a further BRL5m is payable upon the completion of the subdivision of property and subsequent ownership transfer to
Vesuvius, with the remaining BRL5m payable after six years.
These acquisitions contributed £3.6m of revenue, and £0.5m of trading profit to the Group’s results. Management estimate that if the
acquisitions had occurred on 1 January 2014, then the contribution would have been £19.2m of revenue, and £3.1m of trading profit,
using similar fair value adjustments which arose at the acquisition dates. The Group incurred acquisition related costs of £0.4m relating
to external legal fees and due diligence costs which have been included within administration costs in the Group income statement.
129
23. Discontinued operations
Discontinued operations in 2014 comprise of a release of £1.1m of provision relating to a VAT case which was resolved in Vesuvius’ favour
and a charge of £4.7m in relation to settlement of actions brought by MacDermid (incorporated in the United States) against Vesuvius and
Alent plc that arose out of corporate activity between the parties in 2006. Further details of the MacDermid claims can be found in Note
33. Discontinued operations in 2013 comprise the post-tax results of the European Precious Metals Processing business for the period up
to 31 May 2013 when it was sold, together with the profit arising on its disposal. The European Precious Metals Processing business was
sold to Heimerle + Meule for consideration received of €56.8m plus €8.2m for working capital delivered. Included in the profit on disposal
is a credit of £6.2m for recycled foreign exchange differences which had previously been taken directly to reserves in the Group accounts
relating to the businesses sold. The profit before tax of £10.6m in 2013 includes the release of £10.2m of a provision relating to a VAT case
which was resolved in Vesuvius’ favour.
23.1 Results of discontinued operations
Revenue
Expenses
Profit before tax
Income tax costs
Profit on disposal of discontinued operations
Profit for the year attributable to owners of the parent
Earnings per share — pence
Basic
Diluted
2014
£m
2013
£m
—
(3.6)
(3.6)
—
—
(3.6)
65.0
(54.4)
10.6
—
19.3
29.9
(1.3)
(1.3)
10.8
10.8
2014
£m
2013
£m
(0.5)
(0.5)
(9.9)
(9.9)
23.2 Cash flows from discontinued operations
Net cash outflow from:
— operating activities
Net cash outflow for the year
24. Issued share capital
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
24.2 Analysis of issued share capital
The issued ordinary share capital of the Company as at 31 December 2014 was 278.5m shares of £0.10 each, of this, 7.3 million shares
were held in Treasury and 0.7 million were held by the Cookson Group ESOP. Further information relating to the Company’s share capital
is given in Note 7 attached to the Company’s financial statements.
130
25. Retained earnings
Reserve
for own
shares
£m
Profit for the year
Disposal of own shares
Release of share option reserve on exercised and lapsed options
Income tax on items recognised in other comprehensive income
Profit for the year
Release of share option reserve on exercised and lapsed options
Income tax on items recognised in other comprehensive income
(5.2)
—
—
(34.1)
3.9
—
—
—
—
—
(35.4)
—
—
(0.5)
2.3
—
—
—
—
(33.6)
Share
option
reserve
£m
Other
retained
earnings
£m
Total
retained
earnings
£m
5.5 2,211.9 2,212.2
— 135.3 135.3
—
10.2
10.2
—
—
(34.1)
—
(3.9)
—
2.1
—
2.1
(4.0)
4.0
—
—
(1.6)
(1.6)
—
(0.1)
(0.1)
—
(39.4)
(39.4)
3.6 2,316.4 2,284.6
—
95.9
95.9
—
(9.9)
(9.9)
—
—
(0.5)
—
(2.3)
—
2.7
—
2.7
(2.3)
2.3
—
—
0.5
0.5
—
(41.2) (41.2)
4.0 2,361.7 2,332.1
During the year to 31 December 2014, the Company repurchased 101,847 of its own shares for £0.5m via Cookson Investments (Jersey)
Limited as Trustee of the Cookson Group ESOP.
131
26. Other reserves
Other
reserves
£m
Issue of share capital
(1,499.6)
—
—
—
0.4
0.1
0.1
0.1
(1,498.9)
—
—
(0.2)
(0.2)
(1,499.3)
Translation
reserve
£m
Total other
reserves
£m
100.6 (1,399.0)
(51.6)
(51.6)
(6.2)
(6.2)
0.3
0.3
—
0.4
—
0.1
—
0.1
—
0.1
43.1 (1,455.8)
(10.2)
(10.2)
(0.3)
(0.3)
—
(0.2)
—
(0.2)
32.6 (1,466.7)
Within Other reserves as at 31 December 2014 is £1,499.0m (2013: £1,499.0m) arising from the demerger of Cookson Group plc, being
the excess of the Vesuvius plc share capital of £1,777.9m over the total share capital and share premium of Cookson Group plc as at
14 December 2012 of £278.9m.
The translation reserve in the table above comprises all foreign exchange differences attributable to the owners of the parent. These
exchange differences arise from the translation of the financial statements of foreign operations and from the translation of financial
instruments that hedge the Group’s net investment in foreign operations. In addition to foreign exchange differences attributable
to the owners of the parent, the Group statement of comprehensive income includes foreign exchange differences attributable
to non‑controlling interests.
On 11 December 2013, Vesuvius plc redeemed the 50,000 outstanding redeemable preference shares with a nominal value of £1 each
for £50,000. The consideration was satisfied by the cancellation of the undertaking to pay given by the holder of the preference shares
at the time of issue.
27.Dividends
A final dividend for the year ended 31 December 2013 of £27.7m (2012: £26.4m), equivalent to 10.25 pence (2012: 9.5 pence)
per ordinary share, was paid in May 2014 (June 2013) and an interim dividend for the year ended 31 December 2014 of £13.5m
(2013: £13.0m), equivalent to 5.00 pence (2013: 4.75 pence) per ordinary share, was paid in September 2014 (October 2013).
A proposed final dividend for the year ended 31 December 2014 of £30.1m, equivalent to 11.125 pence per ordinary share, is subject to
approval by shareholders at the Company’s Annual General Meeting and has not been included as a liability in these financial statements.
If approved by shareholders, the dividend will be paid on 22 May 2015 to ordinary shareholders on the register at 10 April 2015.
132
28. Financial risk management
(a) Non-derivative financial instruments
Loans and borrowings are initially recognised at fair value plus directly attributable transaction costs. After initial recognition they are
measured at amortised cost, using the effective interest method.
(b) Foreign currencies
The individual financial statements of each Group entity are prepared in their functional currency, which is the currency of the primary
economic environment in which that entity operates. For the purpose of the consolidated financial statements, the results and financial
position of each entity are translated into pound sterling, which is the presentational currency of the Group.
Reporting foreign currency transactions in functional currency
Transactions in currencies other than the entity’s functional currency (foreign currencies) are initially recorded at the rates of exchange
prevailing on the dates of the transactions. At each subsequent balance sheet date:
(i) Foreign currency monetary items are retranslated at the rates prevailing at the balance sheet date. Exchange differences arising
on the settlement or retranslation of monetary items are recognised in the Group income statement
(ii)Non-monetary items measured at historical cost in a foreign currency are not retranslated
Translation from functional currency to presentational currency
When the functional currency of a Group entity is different from the Group’s presentational currency (pound sterling), its results and
financial position are translated into the presentational currency as follows:
(i)Assets and liabilities are translated using exchange rates prevailing at the balance sheet date
(ii)Income and expense items are translated at average exchange rates for the year, except where the use of such average rates does
not approximate the exchange rate at the date of a specific transaction, in which case the transaction rate is used
(iii)All resulting exchange differences are recognised in other comprehensive income and presented in the translation reserve in equity
and are reclassified to profit or loss in the period in which the foreign operation is disposed of
Net investment in foreign operations
Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation are initially
recognised in other comprehensive income and presented in the translation reserve in equity and reclassified to profit or loss on disposal
of the net investment.
28.2 Financial risk factors
The Group’s treasury department, acting in accordance with policies approved by the Board, is principally responsible for managing the
financial risks faced by the Group. The Group’s activities expose it to a variety of financial risks, the most significant of which are market
risk and liquidity risk.
(a) Market risk
Market risk is the risk that either the fair values or the cash flows of the Group’s financial instruments may fluctuate because of changes
in market prices. The Group is principally exposed to market risk through fluctuations in exchange rates (“currency risk”) and interest rates
(“interest rate risk”).
Currency risk
The Group is exposed to currency risk on its borrowings and financial assets (being cash and short-term deposits) that are denominated in
currencies other than pound sterling. The Group’s general policy is proportionally to match the currency profile of its core borrowings with
the currency profile of its earnings and net assets. This is achieved, where necessary, by the use of forward foreign exchange contracts
(“FX swaps”). The currency profile of the Group’s borrowings and financial assets, reflecting the effect of the FX swaps, is shown in the
table overleaf.
133
28. Financial risk management (continued)
28.2 Financial risk factors (continued)
(a) Market risk (continued)
2014
Borrowings
before
FX swaps
£m
Sterling
United States dollar
Euro
Chinese renminbi
Other
Capitalised borrowing
costs
As at 31 December
17.1
212.0
108.4
—
8.9
(1.2)
345.2
FX
swaps
£m
91.8
(91.8)
—
—
—
—
—
2013 as restated
Borrowings
after Financial
FX swaps
assets
£m
£m
Borrowings
before
FX swaps
£m
Net
debt
£m
Borrowings
after
FX swaps
£m
FX
swaps
£m
Financial
assets
£m
Net
debt
£m
108.9
120.2
108.4
—
8.9
(1.2)
(7.6)
(16.3)
(9.5)
(7.4)
(36.1)
—
101.3
103.9
98.9
(7.4)
(27.2)
(1.2)
28.6
193.9
105.6
—
7.9
(3.0)
86.4
(86.4)
—
—
—
—
115.0
107.5
105.6
—
7.9
(3.0)
(3.3)
(1.6)
(10.5)
(18.6)
(42.6)
—
111.7
105.9
95.1
(18.6)
(34.7)
(3.0)
345.2
(76.9)
268.3
333.0
—
333.0
(76.6)
256.4
Based upon the currency profile shown in the table above, while not impacting reported profit, the change in net debt arising from a 10%
strengthening of sterling would increase reported equity by £23.6m (2013: £21.3m as restated) and a corresponding 10% weakening of
sterling would reduce equity by £28.9m (2013: £26.0m as restated).
The tables below show the net unhedged monetary assets and liabilities of Group companies that are not denominated in their functional
currency and which could give rise to exchange gains and losses in the Group income statement.
Net unhedged monetary assets/(liabilities)
Sterling
£m
Functional currency
Sterling
Euro
Chinese renminbi
Other
—
—
0.2
(0.5)
(0.7)
(1.0)
US dollar
£m
2.1
—
(0.9)
3.7
8.7
13.6
Euro
£m
1.1
0.4
—
(1.5)
9.7
9.7
Renminbi
£m
—
—
—
—
0.1
0.1
Other
£m
1.2
(2.1)
0.1
(0.1)
5.7
4.8
Total
£m
4.4
(1.7)
(0.6)
1.6
23.5
27.2
Net unhedged monetary assets/(liabilities)
US dollar
£m
Euro
£m
Renminbi
£m
Other
£m
Total
£m
—
—
(0.1)
(0.3)
(0.3)
(0.7)
6.2
—
2.1
3.3
3.3
14.9
(4.0)
2.9
—
(1.3)
9.8
7.4
(1.3)
—
—
—
2.0
0.7
0.9
(1.1)
0.1
(0.1)
6.5
6.3
1.8
1.8
2.1
1.6
21.3
28.6
Functional currency
Sterling
Euro
Chinese renminbi
Other
Sterling
£m
134
Interest rate risk
The Group’s interest rate risk principally arises in relation to its borrowings. Where borrowings are held at floating rates of interest,
fluctuations in interest rates expose the Group to variability in the cash flows associated with its interest payments and where borrowings
are held at fixed rates of interest, fluctuations in interest rates expose the Group to changes in the fair value of its borrowings. The Group’s
policy is to maintain a mix of fixed and floating rate borrowings, within certain parameters agreed from time to time by the Board, in order
to optimise interest cost and reduce volatility in reported earnings.
As at 31 December 2014, the Group had $310m and €30m (£222.4m in total) of US Private Placement Loan Notes outstanding, which
carry a fixed rate of interest, representing two-thirds of the Group’s total borrowings outstanding at that date. The interest rate profile
of the Group’s borrowings and net debt is detailed in the tables below.
Financial liabilities
(gross borrowings)
Fixed
rate
£m
Sterling
US dollar
Euro
Chinese renminbi
Other
—
199.1
23.3
—
—
(1.2)
221.2
Floating
rate
£m
17.1
12.9
85.1
—
8.9
—
124.0
Total
£m
17.1
212.0
108.4
—
8.9
(1.2)
345.2
Financial liabilities
(gross borrowings)
Fixed
rate
£m
Sterling
US dollar
Euro
Chinese renminbi
Other
—
187.2
24.9
—
—
(1.5)
210.6
Floating
rate
£m
28.6
6.7
80.7
—
7.9
(1.5)
122.4
Financial
assets
£m
(7.6)
(16.3)
(9.5)
(7.4)
(36.1)
—
(76.9)
Net
debt
£m
9.5
195.7
98.9
(7.4)
(27.2)
(1.2)
268.3
As restated
Total
£m
28.6
193.9
105.6
—
7.9
(3.0)
333.0
Financial
assets
£m
(3.3)
(1.6)
(10.5)
(18.6)
(42.6)
—
(76.6)
Net
debt
£m
25.3
192.3
95.1
(18.6)
(34.7)
(3.0)
256.4
The floating rate financial liabilities shown in the tables above bear interest at the inter-bank offered rate of the appropriate currency,
plus a margin. The fixed rate financial liabilities of £221.2m (2013: £210.6m) have a weighted average interest rate of 4.6% (2013: 4.6%)
and a weighted average period for which the rate is fixed of 6.3 years (2013: 7.3 years). The financial assets attract floating rate interest
at the inter-bank offered rate of the appropriate currency, less a margin.
135
Based upon the interest rate profile of the Group’s financial assets and liabilities shown in the tables above, a 1% increase in market
interest rates would increase both the net finance costs charged in the Group income statement and the net interest paid in the Group
statement of cash flows by £0.5m (2013: £0.5m) and a 1% reduction in market interest rates would decrease both the net finance costs
charged in the Group income statement and the net interest paid in the Group statement of cash flows by £0.5m (2013: £0.5m). Similarly,
a 1% increase in market interest rates would result in a decrease of £14.1m (2013: £12.6m) in the fair value of the Group’s net debt and
a 1% decrease in market interest rates would result in an increase of £11.6m (2013: £13.6m) in the fair value of the Group’s net debt.
(b) Liquidity risk
Liquidity risk is the risk that the Group might have difficulties in meeting its financial obligations. The Group manages this risk by ensuring
that it maintains sufficient levels of committed borrowing facilities and cash and cash equivalents to ensure that it can meet its operational
cash flow requirements and any maturing financial liabilities, while at all times operating within its financial covenants. The level of
operational headroom provided by the Group’s committed borrowing facilities is reviewed at least annually as part of the Group’s threeyear planning process. Where this process indicates a need for additional finance, this is normally addressed 12 to 18 months in advance
by means of either additional committed bank facilities or raising finance in the capital markets.
As at 31 December 2014, the Group had committed borrowing facilities of £647.4m (2013: £637.1m), of which £343.5m (2013: £328.6m)
were undrawn. These undrawn facilities are due to expire in April 2016. The Group’s borrowing requirements are met by US Private
Placement Loan Notes (“USPP”) and a multi-currency committed syndicated bank facility of £425m (2013: £425m). The USPP facility
was fully drawn as at 31 December 2014 and amounted to £222.4m ($310m and €30m), of which $110m is repayable in 2017, $140m
in 2020, €15m in 2021, $30m in 2023, €15m in 2025 and $30m in 2028. The syndicated bank facility is repayable in April 2016.
The maturity analysis of the Group’s gross borrowings is shown in the tables below.
Non-current
2014
£m
Loans and overdrafts
Obligations under finance leases
Total interest-bearing borrowings
303.9
2.0
(1.0)
304.9
Current
2013
£m
308.7
2.0
(1.2)
309.5
2014
£m
39.1
1.4
(0.2)
40.3
Total
2013
as restated
£m
23.9
1.4
(1.8)
23.5
2014
£m
343.0
3.4
(1.2)
345.2
2014
£m
332.6
3.4
(3.0)
333.0
2013
as restated
£m
40.5
82.7
71.3
0.3
—
151.6
(1.2)
345.2
Capitalised borrowing costs shown in the tables above, which have been recognised as a reduction in borrowings in the financial
statements, amounted to £1.2m as at 31 December 2014 (31 December 2013: £3.0m), of which £1.2m (2013: £1.5m) related to the
USPP and £nil (2013: £1.5m) related to the syndicated bank facility.
25.3
1.1
97.1
66.7
—
145.8
(3.0)
333.0
Interest-bearing borrowings repayable
On demand or within one year
In the second year
In the third year
In the fourth year
In the fifth year
After five years
Total interest-bearing borrowings
2013
as restated
£m
136
28.3 Capital management
The Company considers its capital to be equal to the sum of its total equity and net debt. It monitors its capital using a number of key
performance indicators, including free cash flow, average working capital to sales ratios, net debt to EBITDA ratios and RONA (Note 4).
The Group’s objectives when managing its capital are:
•To ensure that the Group and all of its businesses are able to operate as going concerns and ensure that the Group operates within
the financial covenants contained within its debt facilities
•To have available the necessary financial resources to allow the Group to invest in areas that may deliver acceptable future returns
to investors
•To maintain sufficient financial resources to mitigate against risks and unforeseen events
•To maximise shareholder value through maintaining an appropriate balance between the Group’s equity and net debt
The Group operated comfortably within the requirements of its debt covenants throughout the year and has substantial liquidity
headroom within its committed debt facilities. Details of the Group’s covenant compliance and committed debt facilities can be found
in the Strategic report on page 29.
28.4 Cash pooling arrangements
The Group enters into notional cash pooling arrangements as part of its ongoing treasury management activities. Certain cash pooling
arrangements do meet the criteria for offsetting as clarified in Amendments to IAS 32 Financial Instruments, as regards a legally
enforceable right of set off both in the ordinary course of business and in the event of default. The following tables set out the amounts of
recognised financial assets and liabilities shown as cash and cash borrowings and those amounts which are subject to these agreements.
Gross amounts
of recognised
financial
assets/
liabilities
£m
Gross amounts
of recognised
financial
assets/
liabilities
offset in the
statement
of financial
position
£m
Net amounts
of financial
assets/
liabilities
presented in
the statement
of financial
position
£m
Related
amounts
of financial
assets/
liabilities not
offset in the
statements
of financial
position
£m
Net
amount
£m
Financial assets/liabilities
Cash deposits
Cash borrowings
145.9
(107.4)
38.5
(69.0)
69.0
—
76.9
(38.4)
38.5
(20.2)
20.2
—
56.7
(18.2)
38.5
Financial assets/liabilities
Cash deposits
Cash borrowings
142.2
(89.4)
52.8
(65.6)
65.6
—
76.6
(23.8)
52.8
(8.2)
8.2
—
68.4
(15.6)
52.8
137
29. Employee benefits
The net surplus or net liability recognised in the Group balance sheet for the Group’s defined benefit plans is the present value of the
defined benefit obligation at the balance sheet date, less the fair value of the plan assets. The defined benefit obligation is calculated by
independent actuaries using the projected unit credit method and by discounting the estimated future cash flows using interest rates on
high quality corporate bonds that have terms to maturity approximating the terms of the related pension liability. Any asset recognised
in respect of a surplus arising from this calculation is limited to the asset ceiling, where this is the present value of any economic benefits
available in the form of refunds or reductions in future contributions in respect of the plans.
The expense for the Group’s defined benefit plans is recognised in the Group income statement as shown in Note 29.8. Actuarial gains
and losses arising on the assets and liabilities of the plans are reported within the Group statement of comprehensive income; and gains
and losses arising on settlements and curtailments are recognised in the Group income statement in the same line as the item that gave
rise to the settlement or curtailment or, if material, separately reported as a component of operating profit.
29.2 Group post-retirement plans
The Group operates a number of pension plans around the world, both of the defined benefit and defined contribution type, and
accounts for them in accordance with IAS 19.
The Group’s principal defined benefit pension plans are in the UK and the US, the benefits of which are based upon the final pensionable
salaries of plan members. The assets of these plans are held separately from the Group in trustee-administered funds. The trustees are
required to act in the best interests of the plans’ beneficiaries. The principal risks faced by these plans comprise: (i) the risk that the value
of the plan assets is not sufficient to meet all plan liabilities as they fall due; (ii) the risk that plan beneficiaries live longer than envisaged,
causing liabilities to exceed the available plan assets; and (iii) the risk that the market-based factors used to value plan liabilities change
materially adversely to increase plan liabilities over the value of available plan assets. The Group also has defined benefit pension plans
in other territories but, with the exception of those in Germany, these are not individually material in relation to the Group as a whole.
(a) Defined benefit pension plans – UK
The Group’s main defined benefit pension plan in the UK (“the UK Plan”) is closed to new members and to future benefit accrual.
A full actuarial valuation of the UK Plan is carried out every three years by an independent actuary for the UK Plan Trustee and the last
full valuation was carried out as at 31 December 2012. At that date, the market value of plan assets was £501.9m and this represented a
funding level of 102% of the accrued plan benefits at the time of £490.4m. Calculated on a “buyout” basis (using an estimation of the
cost of buying out the UK Plan benefits with an insurance company), the liabilities at that date were £610.1m, representing a funding level
of 82%. Under the rules of the UK Plan, the Trustee has the power to set the funding contributions, having consulted with the Company.
Under a schedule of contributions agreed by the Company and Trustee, the Company made “top-up” payments of £7.0m per annum
up to July 2013, after which they ceased as a result of the funding surplus evidenced by the 2012 funding valuation. The level of “top-up”
payments will be reviewed based on the UK Plan’s next triennial valuation as at 31 December 2015, which should be available in mid-2016.
Notwithstanding the latest funding valuation surplus, the Company has agreed to make voluntary contributions of £2.0m per annum at
least until the next valuation date.
The value of the UK Plan liabilities increased to £506.3m (2013: £458.1m). The increase in the liabilities is driven mainly by the change in
financial assumptions which saw a decrease in discount rates to 3.5% in 2014 (2013: 4.4%) while being partially offset by the decrease
in long-term inflation expectations in UK. The UK Plan assets increased to £555.1m (2013: £485.5m) mainly driven by the return on plan
assets excluding interest income of £66.0m.
In July 2012, the UK Plan Trustee entered into a pension insurance buy-in agreement with Pension Insurance Corporation (“PIC”), whereby
the UK Plan Trustee paid an insurance premium of £318.8m to PIC to insure a significant portion of the UK Plan’s liabilities. In December
2012, the PIC buy-in agreement was extended, under which the UK Plan Trustee agrees to transfer to PIC all new pensioner liabilities
arising from July 2012 to December 2015 (limited to £30m) in exchange for a premium payment from the assets of the UK Plan based
on the pricing terms of the original buy-in agreement, but reflecting changes in market conditions and differences in the duration of the
liabilities transferred. As part of this extension to the buy-in agreement, in May 2014 the UK Plan Trustee paid an additional £12.4m of
insurance premium to PIC from the assets of the UK plan to cover new retirees between inception and 31 December 2013. Under this
arrangement, the value of the PIC insurance contract matches the value of the liabilities because the inflation, interest rate, investment
and longevity risk for Vesuvius in respect of these liabilities are eliminated. As at end December 2014, the IAS 19 valuation of the PIC
insurance contract value associated with the bought-in liabilities was £281.3m. The IAS 19 valuation of the pension liabilities uses a
higher discount rate than that used for funding valuation purposes and hence generates a lower value for the bought-in liabilities which
implies a lower accounting valuation of the PIC insurance contract compared to the actual premium paid to PIC. Consequently the
reduction in asset portfolio valuation is reported in the Group statement of comprehensive income, not the income statement based
on IAS 19 requirements.
138
29. Employee benefits (continued)
29.2 Group post-retirement plans (continued)
(b) Defined benefit pension plans – US
The Group has a number of defined benefit pension plans in the US, providing retirement benefits based on final salary or a fixed
benefit. The Group’s principal US defined benefit pension plans are closed to new members and also to future benefit accrual for existing
members. Actuarial valuations of the US defined benefit pension plans are carried out every year and the last full valuation was carried
out as at 31 December 2013. At that date the market value of the plan assets was £68.1m, representing a funding level of 75% of funded
accrued plan benefits at that date (using the projected unit method of valuation) of £91.4m. Funding levels for the Group’s US defined
benefit pension plans are normally based upon annual valuations carried out by independent qualified actuaries and are governed by
US Government regulations. The value of US plan liabilities increased to £111.8m (2013: £9.4m) mainly driven by reduction in discount
rates to 3.7% (2013: 4.5%) and increased life expectancy assumptions.
(c) Defined benefit pension plans – Germany
The Group has a number of defined benefit pension arrangements in Germany which are unfunded, as is common practice in that
country. The net liability of the German plans at 31 December 2014 was £39.9m.
(d) Defined contribution pension plans
The total expense for the Group’s defined contribution plans in the Group income statement amounted to £9.2m (2013: £10.9m
continuing operations) and represents the contributions payable for the year by the Group to the plans.
(e) Multi-employer plans
Due to collective agreements, Vesuvius in the USA participates together with other enterprises in union run multi-employer pension
plans for temporary workers hired on sites. Some of these plans are underfunded and all participating employers are ultimately liable for
any deficit. If a participating employer stops contributing to a plan it is required to make a withdrawal payment to the plan to cover its
share of the total deficit in the plan. No reliable basis exists for allocation of the plans’ obligations and plan assets to individual employer
participants. Deficits in the plans may necessitate increased contributions in the future. These are currently accounted for as defined
contribution plans. In 2014 Vesuvius contributed £1.7m (2013: £1.7m) to these plans.
29.3 Post-retirement liability valuation
The main assumptions used in calculating the costs and obligations of the Group’s defined benefit pension plans, as detailed below,
are set by the Directors after consultation with independent professionally qualified actuaries.
(a) Mortality assumptions
The mortality assumptions used in the actuarial valuations of the Group’s UK, US and German defined benefit pension liabilities are
summarised in the table below and have been selected to reflect the characteristics and experience of the membership of those plans.
For the UK Plan, the assumptions used have been derived from the Self-Administered Pension Schemes (“SAPS”) All table, with future
longevity improvements in line with the “core” mortality improvement tables published in 2013 by the Continuous Mortality Investigation
(“CMI”), with a long-term rate of improvement of 1.5% per annum. For the Group’s US plans, the assumptions used have been based on
the standard RP-2014 fully generational tables with projection scale BB, and the MP-2014 mortality improvement scale. The Group’s major
plans in Germany have been valued using the Heubeck-Richttafein 2005G mortality tables.
2014
Life expectancy of pension plan members
Age to which current pensioners are expected to live
Age to which future pensioners are expected to live
— Men
— Women
— Men
— Women
2013
UK
years
US Germany
years
years
UK
years
US
years
Germany
years
87.6
89.9
89.0
92.2
86.6
88.8
88.3
90.5
87.5
89.8
88.9
92.1
85.1
87.3
87.2
89.2
84.7
88.8
87.4
91.3
84.9
88.9
87.5
91.5
139
29.3 Post-retirement liability valuation (continued)
(b) Other main actuarial valuation assumptions
2014
UK
% p.a.
3.50
3.40
2.40
n/a
3.10
Discount rate
Price inflation
— using RPI for UK
— using CPI for UK
Rate of increase in pensionable salaries
Rate of increase to pensions in payment
2013
US Germany
% p.a.
% p.a.
3.70
2.25
n/a
n/a
n/a
2.20
1.75
n/a
2.50
1.60
UK
% p.a.
US
% p.a.
Germany
% p.a.
4.40
3.60
2.60
n/a
3.30
4.50
2.50
n/a
n/a
n/a
3.75
2.00
n/a
2.75
1.90
The discount rate used to determine the liabilities of the UK Plan for IAS 19 accounting purposes is required to be determined by reference
to market yields on high quality corporate bonds. The UK discount rate in the above table is based on the Aon Hewitt AA-rated corporate
bond yield in conjunction with the most recent projected cash flow data relating to the UK Plan liabilities; the US discount rate is based
on the Citigroup pension discount curve; and the Germany discount rate is based on the yield on the iBoxx over ten-year euro corporates
AA index.
The assumptions for UK price inflation are set by reference to the difference between yields on longer-term conventional government
bonds and index-linked bonds, except for CPI, for which no appropriate bonds exist, which is assumed to be 1.0 point lower than
RPI‑based inflation.
(c) Sensitivity analysis of the impact of changes in significant IAS 19 actuarial assumptions
The following table analyses, for the Group’s main UK, US and Germany pension plans, the theoretical estimated impact on plan
liabilities resulting from changes to the most significant actuarial assumptions used for IAS 19 valuation purposes, whilst holding all other
assumptions constant.
Following the agreement of buy-in agreements for the UK plan pensioner liabilities in 2012, as noted above, and the fact that US pensions
are not inflation linked, the rate of increase in pensionable salaries and of pensions in payment is not significant to the valuation of the
Group’s overall pension liabilities.
As stated above, during 2012 the UK Plan entered into pension insurance buy-in agreements which eliminate the inflation, interest rate,
investment and longevity risk in respect of the pensioner liabilities covered by the agreements. Therefore, for the liabilities so covered,
which represent some 51% of the total liabilities of the UK Plan, any changes in the valuation assumptions which impact the value of
those liabilities, also impact on the associated annuity assets in an equal and opposite way, thereby fully mitigating the valuation risk.
This is also reflected in the following table.
Impact on plan liabilities
Change in assumption
Discount rate
Increase/decrease by 0.1%
— impact on plan liabilities
— impact on plan assets
Increase/decrease by 0.1%
Increase by one year
Price inflation
Mortality
UK
US
Germany
Decrease/increase by £8.1m Decrease/increase by £1.3m Decrease/increase by £0.8m
Decrease/increase by £3.2m n/a
n/a
Increase/decrease by £5.5m n/a
Increase/decrease by £2.2m n/a
Increase/decrease by £0.2m
n/a
Increase by £20.6m
Increase by £12.7m
Increase by £1.3m
n/a
Increase by £3.4m
n/a
Assumption
140
29.4 Defined benefit obligation
The liabilities of the Group’s defined benefit pension and other post-retirement plans for IAS 19 accounting purposes are measured
by discounting the best estimate of the future cash flows to be paid out by the plans using the projected unit method, in which the
calculation of plan liabilities makes allowance, where appropriate, for projected increases in benefit-related earnings.
The average duration of the obligations to which the liabilities of the Group’s principal pension plans relate is 19 years for the UK,
19 years for Germany and 12 years for the US.
Defined benefit pension plans
Present value as at 1 January 2014
Exchange differences
Current service cost
Interest cost
Settlements
Transfer
Remeasurement of liabilities:
— demographic changes
— financial assumptions
— experience (gains)/losses
Contributions from members
Benefits paid
Present value as at 31 December 2014
UK
£m
US
£m
458.1
—
—
19.7
—
—
91.4
6.6
0.4
4.1
—
—
—
52.0
(4.8)
—
(18.7)
506.3
5.4
9.1
0.3
—
(5.5)
111.8
Germany
£m
ROW
£m
Total
£m
32.6
(2.5)
0.9
1.2
—
—
38.3
(1.6)
3.3
1.5
(14.1)
3.0
620.4
2.5
4.6
26.5
(14.1)
3.0
8.1
0.1
0.1
0.2
—
(3.0)
628.5
2.6
4.7
26.7
(14.1)
—
—
9.0
(0.1)
—
(1.2)
39.9
0.1
8.1
6.7
0.1
(4.7)
40.7
5.5
78.2
2.1
0.1
(30.1)
698.7
—
0.2
0.7
—
(1.0)
5.4
5.5
78.4
2.8
0.1
(31.1)
704.1
UK
£m
Present value as at 1 January 2013
Interest cost
Transfer
Benefits paid
Present value as at 31 December 2013
US
£m
Other postretirement
benefit
plans
£m
Germany
£m
ROW
£m
Total
£m
benefit
plans
£m
Total
£m
Total
£m
446.3
—
—
19.0
—
104.6
(1.3)
0.5
4.0
—
33.0
0.7
1.1
1.1
—
40.3
(0.5)
2.4
1.3
(1.9)
624.2
(1.1)
4.0
25.4
(1.9)
7.3
(0.2)
0.5
0.2
1.9
631.5
(1.3)
4.5
25.6
—
(0.2)
16.8
(3.7)
—
(20.1)
458.1
0.2
(8.6)
(2.1)
—
(5.9)
91.4
—
(2.5)
0.4
—
(1.2)
32.6
—
(2.0)
1.0
0.1
(2.4)
38.3
—
3.7
(4.4)
0.1
(29.6)
620.4
—
(0.2)
—
—
(1.4)
8.1
—
3.5
(4.4)
0.1
(31.0)
628.5
141
29.5 Fair value of plan assets
2014
UK
£m
As at 1 January
Return on plan assets
Settlements
Remeasurement of assets
Contributions from employer
Administration expenses paid
Benefits paid
As at 31 December
485.5
—
20.9
—
66.0
2.0
—
(0.7)
(18.6)
555.1
2013
US
£m
ROW
£m
Total
£m
68.1
4.5
3.0
—
4.4
1.2
—
(0.3)
(4.7)
76.2
27.0
(0.6)
1.0
(10.5)
6.4
2.9
0.1
(0.2)
(4.4)
21.7
580.6
3.9
24.9
(10.5)
76.8
6.1
0.1
(1.2)
(27.7)
653.0
UK
£m
468.4
—
20.2
—
10.2
7.8
—
(1.1)
(20.0)
485.5
US
£m
ROW
£m
69.4
(1.3)
2.7
—
(1.9)
4.6
—
(0.4)
(5.0)
68.1
24.9
(0.5)
0.9
—
1.0
2.9
0.1
—
(2.3)
27.0
Total
£m
562.7
(1.8)
23.8
—
9.3
15.3
0.1
(1.5)
(27.3)
580.6
The Group’s pension plans in Germany are unfunded, as is common practice in that country, and accordingly there are no assets
associated with these plans.
29.6 Remeasurement of defined benefit liabilities/assets
2014
total
£m
2013
total
£m
(5.5)
—
(78.4)
(3.5)
(2.8)
4.4
Remeasurement of assets
76.8
9.3
Total movement
(9.9)
10.2
142
29.7 Balance sheet recognition
The amount recognised in the Group balance sheet in respect of the Group’s defined benefit pension plans and other post-retirement
benefit plans is analysed in the following tables, which all relate to continuing operations. All equity securities and bonds have quoted
prices in active markets.
UK
£m
Equities
Bonds
Insurance contracts
Other assets
Fair value of plan assets
Present value of funded obligations
Present value of unfunded obligations
Total net surpluses/(liabilities)
Net surpluses
Net liabilities
US
£m
Germany
£m
ROW
£m
Total
£m
15.7
53.6
—
6.9
76.2
(101.1)
(24.9)
(10.7)
(35.6)
—
—
—
—
—
—
—
(39.9)
(39.9)
2.2
1.2
14.6
3.7
21.7
(36.9)
(15.2)
(3.8)
(19.0)
86.1
236.2
295.9
34.8
653.0
(643.3)
9.7
(55.4)
(45.7)
—
—
—
—
—
—
—
(5.4)
(5.4)
86.1
236.2
295.9
34.8
653.0
(643.3)
9.7
(60.8)
(51.1)
49.8
(1.0)
48.8
—
(35.6)
(35.6)
—
(39.9)
(39.9)
—
(19.0)
(19.0)
49.8
(95.5)
(45.7)
—
(5.4)
(5.4)
49.8
(100.9)
(51.1)
UK
£m
Present value of unfunded obligations
Net surpluses
Net liabilities
2014
total
£m
68.2
181.4
281.3
24.2
555.1
(505.3)
49.8
(1.0)
48.8
Equities
Bonds
Risk-mitigation derivatives
Insurance contracts
Other assets
Fair value of plan assets
Present value of funded obligations
benefit
plans
£m
US
£m
Germany
£m
ROW
£m
Total
£m
benefit
plans
£m
2013
total
£m
29.9
—
2.3
257.8
195.5
485.5
(456.8)
28.7
(1.3)
27.4
13.7
47.7
—
—
6.7
68.1
(82.2)
(14.1)
(9.2)
(23.3)
—
—
—
—
—
—
—
—
(32.6)
(32.6)
2.1
1.4
—
20.3
3.2
27.0
(38.1)
(11.1)
(0.2)
(11.3)
45.7
49.1
2.3
278.1
205.4
580.6
(577.1)
3.5
(43.3)
(39.8)
—
—
—
—
—
—
—
—
(8.1)
(8.1)
45.7
49.1
2.3
278.1
205.4
580.6
(577.1)
3.5
(51.4)
(47.9)
28.7
(1.3)
27.4
—
(23.3)
(23.3)
—
(32.6)
(32.6)
—
(11.3)
(11.3)
28.7
(68.5)
(39.8)
—
(8.1)
(8.1)
28.7
(76.6)
(47.9)
143
29.7 Balance sheet recognition (continued)
(a) UK Plan asset allocation
As at 31 December 2014, of the UK Plan’s total assets, 51% were represented by the bulk annuity insurance contracts covering the UK
Plan’s pension liabilities; 12% were allocated to equities; 33% to fixed income securities; 2% to cash; and 2% to other assets. In addition,
the UK Plan holds a liability driven investment portfolio of financial derivative contracts which reduces the risk that the UK Plan’s assets
would fall materially relative to the value of its economic liabilities.
(b) Defined benefit contributions in 2015
In 2015, the Group is expected to make aggregate contributions into its defined benefit pension and other post-retirement benefits plans
of around £5m.
29.8 Income statement recognition
The expense recognised in the Group income statement in respect of the Group’s defined benefit retirement plans and other post-retirement
benefit plans is shown below.
2014
Defined
benefit
pension
plans
£m
Settlements
Administration expenses
Net interest cost
Total net charge
4.6
(3.6)
1.2
1.6
3.8
Other
postretirement
benefit
plans
£m
0.1
—
—
0.2
0.3
2013
Total
£m
4.7
(3.6)
1.2
1.8
4.1
Defined
benefit
pension
plans
as restated
£m
Other
postretirement
benefit
plans
£m
Total
£m
4.0
—
1.5
1.6
7.1
0.5
—
—
0.2
0.7
4.5
—
1.5
1.8
7.8
The total net charge of £4.1m (2013: £7.8m) recognised in the Group income statement in respect of the Group’s defined benefit pension
plans and other post-retirement benefits plans is recognised in the following lines:
In arriving at trading profit In arriving at profit before tax
Total net charge
— within other manufacturing costs
— within administration, selling and distribution costs
— within net finance costs
— charge
2014
£m
2013
£m
2.0
0.3
1.8
4.1
—
4.1
1.9
4.1
1.8
7.8
—
7.8
As at 31 December 2014, the defined benefit pension plan in the Netherlands was converted to a defined contribution plan, eliminating
the net obligation of the defined benefit plan, resulting in a settlement gain of £3.6m from the conversion of the plan, recognised within
trading profit.
144
30. Share-based payments
30.1 Income statement recognition
The total expense recognised in the Group income statement is shown below.
Long Term Incentive Plan
Other plans
Total expense
2014
£m
2013
£m
0.8
1.5
2.3
2.4
0.2
2.6
The Group operates a number of different share-based payment plans, the most significant of which is the Long Term Incentive Plan
(“LTIP”), details of which can be found between pages 75 to 93 of the Directors’ remuneration report. The Group’s other share-based
payment plans are not considered significant in the context of the Group’s results or financial position.
30.2 Details of outstanding options
Outstanding awards
LTIP
Weighted average exercise price
Other plans
As at
1 Jan 2014
no.
Granted
no.
Exercised
no.
2,276,510
nil
120,823
nil
881,270
nil
705,273
nil
(325,289)
nil
(155,724)
nil
Forfeited/
lapsed
no.
As at
31 Dec 2014
no.
(949,993) 1,882,498
nil
nil
(44,029)
626,343
nil
nil
For the options exercised during 2014, the share price at the date of exercise was 436 pence for LTIP schemes and 410 or 420 pence for
other plans.
Outstanding awards
LTIP
Other plans
As at
1 Jan 2013
no.
Granted
no.
Exercised
no.
2,575,362
nil
290,536
51p
587,729
nil
8,658
nil
(607,847)
nil
(165,354)
81p
Forfeited/
lapsed
no.
As at
31 Dec 2013
no.
(278,734) 2,276,510
nil
nil
(13,017)
120,823
288p
nil
For options exercised during 2013, the share price at the date of exercise was 332 pence for LTIP schemes and 332 or 460 pence for
other plans.
Awards
exercisable
as at
31 Dec 2014
no.
LTIP
Other plans
—
—
—
—
2014
2013
Weighted
average
outstanding
contractual
life of awards
years
Weighted
average
outstanding
contractual
life of awards
years
Range of
exercise
prices
pence
4.2
n/a
1.3
n/a
Awards
exercisable
as at
31 Dec 2013
no.
—
—
—
—
Range of
exercise
prices
pence
2.4
n/a
0.6
nil
145
30. Share-based payments (continued)
30.3 Options granted under the LTIP during the year
2014
Fair value of options granted (per share)
Share price on date of grant (per share)
Expected volatility
Risk-free interest rate
Exercise price (per share)
Expected term (years)
Expected dividend yield
2013
EPS
element
TSR
element
EPS
element
TSR
element
429p
429p
n/a
n/a
nil
4
0%
154p
429p
26%
1.03%
nil
4
0%
322p
322p
n/a
n/a
nil
4
0%
188p
322p
38.6%
0.3%
nil
4
0%
Share price volatility for options granted in 2013 is based upon weekly movements in the Company’s (formerly Cookson’s) share price
either over a period prior to the grant date that is equal in length to the expected term of the award, or a shorter period for 2014 awards
where this was considered more representative of the Company’s post-demerger performance.
31. Trade and other payables
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost, using the effective
interest method.
31.2 Analysis of trade and other payables
2014
£m
2013
£m
Non-current
Accruals and other payables
Deferred purchase and contingent consideration
Total non-current other payables
15.0
3.2
18.2
18.5
0.1
18.6
Current
Trade payables
Other taxes and social security
Deferred purchase and contingent consideration
Accruals and other payables
Total current trade and other payables
123.8
32.5
1.9
62.8
221.0
117.5
31.8
—
65.2
214.5
There is no significant difference between the fair value of the Group’s trade and other payables balances and the amount at which they
are reported in the Group balance sheet.
146
32.Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the
lessee. All other leases are classified as operating leases. Rentals payable under operating leases are charged to the income statement on
a straight-line basis over the term of the lease. Benefits received and receivable as an incentive to enter into an operating lease are also
spread on a straight-line basis over the lease term.
32.2 Operating lease commitments
The future aggregate minimum lease payments under non-cancellable operating leases are payable as follows:
Not later than one year
Later than one year and not later than five years
Later than five years
Total operating lease commitments
2014
£m
2013
£m
7.5
15.3
4.7
27.5
8.4
17.6
6.4
32.4
The Group’s property, plant and equipment assets are either purchased outright or held under lease contracts. Where the terms of the
lease transfer substantially all the risks and rewards of ownership of the asset to the Group, the asset is capitalised in the Group balance
sheet and the corresponding liability to the lessor is recognised as a finance lease obligation. Where all the risks and rewards of ownership
are not transferred to the Group, the lease is classified as an operating lease and neither the asset nor the corresponding liability to the
lessor is recognised in the Group balance sheet. The net book value of the Group’s property, plant and equipment assets held under
finance lease contracts at 31 December 2014 and 31 December 2013 was not material.
The cost incurred by the Group in the year in respect of assets held under operating leases, all of which was charged within trading profit,
amounted to £12.7m (2013: £14.4m).
33.Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will
be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the
obligation at the balance sheet date. Where the effect of the time value of money is material, provisions are discounted using a pre-tax
discount rate that reflects both the current market assessment of the time value of money and the specific risks associated with the
obligation. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
33.2 Analysis of provisions
Disposal and Restructuring
closure costs
charges
£m
£m
Net charge to Group income statement
Unwind of discount
Cash spend
Transferred from other payables
30.4
1.6
—
0.9
(2.5)
—
30.4
12.9
(0.1)
0.2
0.2
(5.8)
0.6
8.0
Other
£m
12.8
0.2
5.8
—
(6.5)
2.0
14.3
Total
£m
56.1
1.7
6.0
1.1
(14.8)
2.6
52.7
Of the total provision balance as at 31 December 2014 of £52.7m (2013: £56.1m), £31.9m (2013: £35.3m) is recognised in the Group
balance sheet within non-current liabilities and £20.8m (2013: £20.8m) within current liabilities.
The provision for disposal and closure costs includes the Directors’ current best estimate of the costs to be incurred both in the fulfilment
of obligations incurred in connection with former Group businesses, resulting from either disposal or closure, together with those related
to the demolition and clean-up of closed sites. The provision comprises amounts payable in respect of known or probable costs resulting
both from legal or other regulatory requirements, or from third-party claims, including claims relating to product liability. As the settlement
of many of the obligations for which provision is made is subject to legal or other regulatory process, the timing of the associated cash
outflows is subject to some uncertainty, but the majority of the amounts provided are expected to be utilised over the next ten years and
the underlying estimates of costs are regularly updated to reflect changed circumstances with regard to individual matters.
147
33. Provisions (continued)
33.2 Analysis of provisions (continued)
The provision for restructuring charges includes the costs of all of the Group’s initiatives to rationalise its operating activities. The balance
of £8.0m as at 31 December 2014 comprises £4.4m in relation to onerous lease provisions in respect of leases terminating between one
and eight years, and £3.6m in relation to future expenditure on restructuring initiatives which is expected to be paid out over the next
two years.
Other provisions comprise amounts payable in respect of known or probable costs resulting both from legal or other regulatory
requirements, or from third-party claims. As the settlement of many of the obligations for which provision is made is subject to legal
or other regulatory process, the timing of the associated outflows is subject to some uncertainty, but the majority of amounts provided
are expected to be utilised over the next five years and the underlying estimates of costs are regularly updated to reflect changed
circumstances with regard to individual matters. During 2014 the Group recognised net charges of £5.8m (2013: net credit £3.2m) in the
income statement to provide for various litigation settlements and other claims. Of these charges, £4.7m (2013: £2.2m) is to set aside
a total provision of £6.9m relating to the full and final settlement of actions brought by MacDermid (incorporated in the United States)
against Vesuvius and Alent plc that arose out of corporate activity between the parties in 2006. The £6.9m provision for the settlement
of MacDermid claims consists of £6.4m, being Vesuvius’ share of the net settlement, and a further £0.5m set aside for remaining legal
fees associated with MacDermid claims. This matter was noted as a contingent liability in Vesuvius’ 2013 Annual report.
Where insurance cover exists for any of these known or probable costs, a related asset is recognised in the Group balance sheet only when
its realisation is virtually certain. As at 31 December 2014, £11.4m (2013: £10.4m) was recorded in receivables in respect of associated
insurance reimbursements, of which £9.0m (2013: £8.1m) is non-current. The amounts reported in the table above as charged to the
Group income statement represent only that part of the total income statement charge reported as a movement on provisions. Other
components of the charge, such as asset write-offs, are reported as a reduction in the carrying value of the relevant balance sheet item.
34. Off-balance sheet arrangements
In compliance with current reporting requirements, certain arrangements entered into by the Group in its normal course of business are
not reported in the Group balance sheet. Of such arrangements, those considered material by the Directors are: future lease payments in
relation to assets used by the Group under non-cancellable operating leases (Note 32).
35.Contingent liabilities
Guarantees given by the Group under property leases of operations disposed of amounted to £2.3m (2013: £2.7m). Details of guarantees
given by the Company, on behalf of the Group, are given in Note 10 to the Company financial statements.
Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering taxation
and environmental matters. Several of Vesuvius’ subsidiaries are parties to legal proceedings, certain of which are insured claims arising
in the ordinary course of the operations of the company involved, and the Directors are aware of a number of issues which are, or may be,
the subject of dispute with tax authorities. Reserves are made for the expected amounts payable in respect of known or probable costs
resulting both from legal or other regulatory requirements, or from third-party claims. As the settlement of many of the obligations for
which reserve is made is subject to legal or other regulatory process, the timing and amount of the associated outflows is subject to some
uncertainty (see Note 33 for further information).
Certain of Vesuvius’ subsidiaries are subject to lawsuits, predominantly in the US, relating to a small number of products containing
asbestos manufactured prior to the acquisition of those subsidiaries by Vesuvius. These suits usually also name many other product
manufacturers. To date, Vesuvius is not aware of there being any liability verdicts against any of these subsidiaries. A number of lawsuits
have been withdrawn, dismissed or settled and the amount paid, including costs, in relation to this litigation has not had a material adverse
effect on Vesuvius’ financial position or results of operations.
37. Related parties
All transactions with related parties are conducted on an arm’s length basis and in accordance with normal business terms. Transactions
between related parties that are Group subsidiaries are eliminated on consolidation.
36. Principal subsidiaries and joint ventures
Details of the principal subsidiaries and joint ventures of Vesuvius plc and the countries in which they are incorporated are given in Note 5
to the Company financial statements, together with detail of subsidiaries exempt from audit of their individual financial statements by
virtue of section 479A Companies Act 2006.
148
Company balance sheet
Notes
Fixed assets
Investment in subsidiaries
Total fixed assets
5
Current assets
Debtors — amounts falling due within one year
Total current assets
Creditors — amounts falling due within one year
Other creditors
Net current liabilities
Total assets less current liabilities
6
Net assets
Equity capital and reserves
Issued share capital
Retained earnings
Shareholders’ funds — equity
7
8
2014
£m
2013
£m
1,780.3
1,780.3
1,778.9
1,778.9
10.5
—
10.5
0.1
0.4
0.5
(991.7)
(981.2)
799.1
(939.5)
(939.0)
839.9
799.1
839.9
27.8
771.3
799.1
27.8
812.1
839.9
Company number 8217766
The financial statements were approved and authorised for issue by the Directors on 3 March 2015 and signed on their behalf by:
François Wanecq
Chief Executive
Chris O’Shea
149
Notes to the Company financial statements
1. Basis of preparation
1.1 Basis of accounting
The financial statements of Vesuvius plc are prepared in accordance with the Companies Act 2006 and under the historical cost
convention and in accordance with UK GAAP. The Company has not presented a separate profit and loss account, as permitted
by Section 408(3) of the Companies Act 2006.
1.2 Going concern
The Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational
existence for a period of 12 months from the date of approval of the 2014 financial statements. Accordingly, they continue to adopt
a going concern basis in preparing the financial statements of the Group and the Company.
2.
Employee benefits expense
Details of the Directors’ remuneration are disclosed in the Directors’ remuneration report on pages 75 to 93.
3.Audit and non-audit fees
Amounts payable to KPMG LLP in relation to audit and non-audit fees are disclosed within Note 6 to the consolidated financial
statements.
4.Dividends
A proposed final dividend for the year ended 31 December 2014 of £30.1m (2013: £27.7m), equivalent to 11.125 pence per ordinary share
(2013: 10.25 pence), is subject to approval by shareholders at the Company’s Annual General Meeting and has not been included as a
liability in these financial statements. If approved by shareholders, the dividend will be paid on 22 May 2015 to ordinary shareholders on
the register at 10 April 2015.
5. Investment in subsidiaries
Shares in subsidiaries are stated at cost less any impairment in value.
5.2 Analysis of investment in subsidiaries
Shares in
subsidiaries
£m
Additions
Additions
1,777.9
1.0
1,778.9
1.4
1,780.3
The principal subsidiaries and joint ventures of Vesuvius plc and the countries in which they are incorporated are as follows:
Foseco Ltd, England and Wales†
Vesuvius Advanced Ceramics (China) Co. Ltd, China
Vesuvius Corporation SA, Switzerland
Vesuvius Crucible Company, USA
Vesuvius GmbH, Germany
Vesuvius USA Corporation, USA
Wilkes-Lucas Ltd, England and Wales
Wuhan Wugang-Vesuvius Advanced Ceramics Co. Ltd, China (50%)
Wuhan Wugang-Vesuvius Advanced CCR Co. Ltd, China (50%)
With the exception of the company marked with an asterisk (*), the ordinary capital of the above companies was owned by a Vesuvius plc
subsidiary as at 31 December 2014. All of the above companies are wholly owned, unless otherwise stated. A full list of Group companies
will be included in the Company’s Annual Return to the Registrar of Companies.
See Note 5.2 overleaf.
†
Angang Vesuvius Refractory Company Ltd, China (50%)
Cookson America, Inc., USA
Cookson Australia Pty Ltd, Australia
Cookson Ceramics Ltd, England and Wales
Vesuvius Holdings Ltd, England and Wales*
Cookson Investments Ltd, England and Wales
Cookson Overseas Ltd, England and Wales
Foseco International Ltd, England and Wales
Foseco (Jersey) Ltd, Jersey
150
Notes to the Company Financial Statements continued
5. Investment in subsidiaries (continued)
5.2 Analysis of investment in subsidiaries (continued)
The UK subsidiaries marked with a dagger (†) above, together with the following, are exempt from audit of their individual financial
statements by virtue of Section 479A Companies Act 2006.
Brazil 1 Limited
Cookson Minerals Limited
Cookson Pigments (Holdings) Limited
Foseco (UK) Limited
Foseco Technology Limited
Foseco Transnational Limited
Foseco Steel (Holdings) China Limited
S G Blair & Company Limited
Vesuvius China Limited
Vesuvius Group Limited
All of the above companies have the same year-end as Vesuvius plc and all subsidiaries are included in the consolidated financial
statements of the Company.
6.
Other creditors
Amounts owed to subsidiary undertakings
Accruals and other creditors
Total amounts falling due within one year
2014
£m
2013
£m
990.3
1.4
991.7
937.7
1.8
939.5
7. Issued share capital
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
7.2 Analysis of issued share capital
The issued ordinary share capital of the Company as at 31 December 2014 was 278.5 million shares of £0.10 each (31 December 2013:
278.5 million shares of £0.10 each).
During 2013 the Company issued 36,319 ordinary shares of £0.10 each for a total consideration of £0.1m.
On 11 December 2013, the Company redeemed the 50,000 outstanding redeemable preference shares with a nominal value of £1 each
for £50,000. The consideration was satisfied by the cancellation of the undertaking to pay given by the holder of the preference shares
at the time of issue. Also during the year, the Company redeemed the deferred share for no consideration and cancelled it.
During the year to 31 December 2014, the Company had repurchased 101,847 of its own shares for £0.5m via Cookson Investments
(Jersey) Limited as Trustee of the Cookson Group ESOP.
151
8. Shareholders’ funds
Taxation
Both current and deferred tax are calculated using tax rates and laws that have been enacted, or substantively enacted, by the
balance sheet date.
Current tax payable is based on the taxable result for the year. Deferred taxation is recognised, without discounting, in respect of all timing
differences that have originated, but not reversed, at the balance sheet date, with the exception that deferred taxation assets are only
recognised if it is considered more likely than not that there will be suitable future profits from which the reversal of the underlying timing
differences can be deducted. Provision is made for the tax that would arise on remittance of the retained earnings of overseas subsidiaries
only to the extent that, at the balance sheet date, dividends have been accrued as receivable.
8.2 Reconciliation of movements in shareholders’ funds
Share
capital
£m
Loss recognised in the period
Issue of new shares
Release of share reserve on exercise and lapsed options
Dividend paid
Loss recognised for the year
Release of share reserve on exercise and lapsed options
Dividend paid
27.8
—
—
—
—
—
—
—
27.8
—
—
—
—
—
—
27.8
Other
reserves
£m
—
—
0.1
—
1.9
(0.2)
—
0.1
1.9
—
—
—
1.5
(1.4)
—
2.0
Retained
earnings
£m
888.1
(4.5)
—
(34.1)
—
0.2
(39.4)
(0.1)
810.2
(1.6)
(0.5)
1.0
—
1.4
(41.2)
769.3
Total
£m
915.9
(4.5)
0.1
(34.1)
1.9
—
(39.4)
—
839.9
(1.6)
(0.5)
1.0
1.5
—
(41.2)
799.1
152
Notes to the Company Financial Statements continued
9. Share-based payments
The Company operates equity-settled share-based payment arrangements for its employees. Equity-settled share-based payments
are measured at fair value at the date of grant. The fair value determined at the grant date takes account of the effect of market-based
conditions, such as the Total Shareholder Return target upon which vesting for some of the awards is conditional, and is expensed on
a straight-line basis over the vesting period with a corresponding increase in equity. The cumulative expense recognised is adjusted for
the best estimate of the shares that will eventually vest and for the effect of other non market-based vesting conditions, such as growth
in headline earnings per share, which are not included in the fair value determined at the date of grant. For grants with market-based
conditions attaching to them, fair value is measured using a form of stochastic option pricing model. For all other grants, fair value is
measured using the Black-Scholes model.
9.2 Profit and loss account recognition
The Company operates a number of different share-based payment schemes, the main features of which are detailed between pages
75 to 93 of the Directors’ remuneration report. £1.3m was charged to the profit and loss account in the year with regard to share-based
payments (2013: £0.9m).
9.3 Details of outstanding options
The information in the tables below has been restated to take into account the demerger of the Alent business from the Cookson
Group. The number of share options, and other related disclosures, were adjusted with reference to the Vesuvius share price at the
date of demerger.
Outstanding awards
As at
1 Jan
2014
no.
LTIP
Other plans
1,244,609
nil
54,403
nil
Granted
no.
Exercised
no.
Forfeited/
lapsed
no.
As at
31 Dec
2014
no.
463,667 (133,857) (346,842) 1,227,577
nil
nil nil
nil
76,522 (87,624)
—
43,301
nil
nil
nil
nil Weighted
Awards
average
exercisable outstanding
as at contractual
31 Dec
life of
2014
awards
no.
years
—
—
—
—
Range of
exercise
prices
pence
5.0
n/a
2.1
n/a
For options exercised during 2014, the share price at the date of exercise was 435 pence for LTIP schemes and 410 or 420 pence for
other plans.
Outstanding awards
LTIP
Other plans
As at
1 Jan
2013
no.
Granted
no.
847,076
nil
108,805
nil
559,016
nil
1,685
nil
Exercised
no.
(110,664)
nil
(56,087)
nil
As at
31 Dec
2013
no.
Awards
exercisable
as at
31 Dec
2013
no.
(50,819) 1,244,609
nil
nil
—
54,403
nil
nil
—
—
—
—
Forfeited/
lapsed
no.
Weighted
average
outstanding
contractual
life of
awards
years
Range of
exercise
prices
pence
2.2
n/a
0.8
n/a
For options exercised during 2013, the share price at the date of exercise was 332 pence for LTIP schemes and 460 pence for other plans.
153
9. Share-based payments (continued)
9.3 Details of outstanding options (continued)
As at 31 December 2014, the total options exercisable by all Group employees over the £0.10 ordinary shares and capable of being
satisfied through new allotments of shares or through shares held by the Company’s ESOP were as follows:
Deferred Share Bonus Plan
Restricted rights
Years of
award/grant
Option
prices (£)
Latest year
of exercise/
vesting
2012 – 2014
2012 – 2014
2014
nil
nil
nil
2015/2024
2015/2017
2015/2015
Number
of options/
allocations
outstanding
1,882,498
25,127
40,407
FV of options granted under the LTIP during the year:
2014
Fair value of options granted (per share)
Share price on date of grant (per share)
Expected volatility
Risk-free interest rate
Exercise price (per share)
Expected term (years)
Expected dividend yield
2013
EPS
element
TSR
element
429p
429p
n/a
n/a
nil
4
0%
154p
429p
26.0%
1.03%
nil
4
0%
EPS
element
322p
322p
n/a
n/a
nil
4
0%
TSR
element
188p
322p
38.6%
0.3%
nil
4
0%
Share price volatility for options granted in 2013 is based upon weekly movements in the Company’s (formerly Cookson’s) share price over
a period prior to the grant date that is equal in length to the expected term of the award, or a shorter period for 2014 awards where this
was considered more representative of the Company’s post-demerger performance.
10.Contingent liabilities
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the
Company considers these to be insurance arrangements and accounts for them as such. In this respect, the Company treats the guarantee
contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under
the guarantee. Guarantees provided by the Company as at 31 December 2014 in respect of the liabilities of its subsidiary companies
amounted to £457.7m (2013: £467.7m), which includes guarantees of $310m and €30m (2013: $310m and €30m) in respect of US Private
Placement Loan Notes and £81.5m (2013: £96.4m) in respect of drawings under the syndicated bank facility; together with £108.2m
(2013: £108.2m) in relation to a guarantee provided to the Company’s UK subsidiary which acts as Trustee for the Group’s UK pension
plan. The guarantee is over all present and future pension liabilities of the plan and the contingent liability amount represents the net
deficit on a solvency valuation basis as shown in the most recent triennial valuation.
11. Related parties
All transactions with related parties are conducted on an arm’s length basis and in accordance with normal business terms. Transactions
between related parties that are wholly owned Group subsidiaries are not disclosed in this Note.
Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering taxation
and environmental matters. Several of the Company’s subsidiaries are parties to legal proceedings, certain of which are insured claims
arising in the ordinary course of the operations of the company involved, and are aware of a number of issues which are, or may be,
the subject of dispute with tax authorities. While the outcome of litigation and other disputes can never be predicted with certainty,
having regard to legal advice received and the insurance arrangements of the Company and its subsidiaries, the Directors believe that
none of these matters will, either individually or in the aggregate, have a materially adverse effect on the Company’s financial condition
or results of operations.
154
Five-year summary – Divisional results from
continuing operations
Steel division
Revenue
Trading profit(1)
Return on sales(1)
Employees: year-end
Foundry division
Revenue
Trading profit(1)
Return on sales(1)
Employees: year-end
2014
2013
2012
2011
2010
£m
£m
%
no.
981
96.4
9.8
8,349
1,018
88.7
8.7
7,524
1,018
83.1
8.2
7,601
1,078
105.8
9.8
7,783
980
102.4
10.4
7,731
£m
£m
%
no.
463
46.4
10.0
3,443
493
51.3
10.4
3,330
530
48.2
9.1
3,585
608
75.5
12.4
3,889
515
66.8
13.0
3,936
NOTE
1.The unaudited trading profit numbers reported above for the years before 2011 are stated after deduction of management’s estimate of the level of ongoing central costs
for Vesuvius as a stand-alone company; and for the years before 2013 they are restated for the impact of IAS 19(R), which was adopted by the Company during 2013.
Shareholder information
Enquiries
The Company’s share register is managed by Equiniti, who can be
contacted regarding shareholding queries at the following address:
Equiniti Limited
Aspect House, Spencer Road
Lancing, West Sussex, BN99 6DA
Tel (UK only) 0871 384 2335
Tel (non-UK) +44 (0)121 415 7047
For the hard of hearing, Equiniti offers a special Textel service which
can be accessed by dialling 0871 384 2255 (or +44 (0)121 415 7028
from outside the UK).
All other shareholder enquiries not related to the share register
should be addressed to the Company Secretary at the registered
office or emailed to [email protected].
Registered office and Group head office
Vesuvius plc
165 Fleet Street
London EC4A 2AE
Tel +44 (0)20 7822 0000
Fax +44 (0)20 7822 0100
(Registered in England & Wales No. 8217766)
Corporate website
Shareholder and other information about the Company can be
accessed on the Company’s website www.vesuvius.com.
Shareview
A website, www.shareview.co.uk, is operated by Equiniti, the
Company’s Registrars, enabling shareholders to access details of their
shareholdings online. The website provides information useful to the
management of investments together with an extensive schedule of
frequently asked questions. In order to gain access to information on
shareholdings the shareholder reference number is required, which
can be found at the top of the Company’s share certificates.
Shareholders can register to receive shareholder communications
electronically, including the Company’s Annual report and accounts,
rather than in paper form, using Shareview. The registration process
requires input of the shareholder reference number. To ensure that
shareholder communications are received in electronic form, “email”
should be selected as the mailing preference. Once registered,
shareholders will be sent an email notifying them each time
that a shareholder communication has been published on the
Company’s website.
Dealing services
UK resident shareholders can now sell shares on the Internet or by
phone using Equiniti’s Shareview Dealing facility by either logging
on to www.shareview.co.uk/dealing or by calling 0845 603 7037
between 8.00 am and 4.30 pm on any business day (excluding
Bank Holidays).
In order to gain access to this service the shareholder reference
number is required, which can be found at the top of the
Company’s share certificates.
155
Dividend reinvestment plan
The Company offers holders of ordinary shares the opportunity
to participate in a dividend reinvestment plan, through which
shareholders can use any cash dividend declared to buy additional
shares in Vesuvius. Further details, including the terms and conditions
of the plan, are available on the Vesuvius website www.vesuvius.com
or from Equiniti by calling the Share Dividend Helpline on
0871 384 2268 (or +44 (0)121 415 7047 from outside the UK).
Overseas payment service
Equiniti provides a dividend payment service in over 90 countries
that automatically converts payments into the local currency
by an arrangement with Citibank Europe PLC. Further details,
including an application form and terms and conditions of the
service, are available on www.shareview.co.uk or from Equiniti by
calling +44 (0)121 415 7047 or writing to Equiniti, Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom
(please quote Overseas Payment Service with details of the Company
and your shareholder reference number).
Financial calendar
2015 Annual General Meeting
How to avoid share fraud
1.Keep in mind that firms authorised by the FCA are unlikely to
contact you out of the blue with an offer to buy or sell shares.
2.Do not get into a conversation, note the name of the person
and firm contacting you and then end the call.
3.Check the Financial Services Register from www.fca.org.uk to see
if the person and firm contacting you is authorised by the FCA.
4.Beware of fraudsters claiming to be from an authorised firm,
copying its website or giving you false contact details.
5.Use the firm’s contact details listed on the Register if you want
to call it back.
6.Call the FCA on 0800 111 6768 if the firm does not have contact
details on the Register or you are told they are out of date.
7.Search the list of unauthorised firms to avoid at
www.scamsmart.fca.org.uk/.
8.Consider that if you buy or sell shares from an unauthorised firm
you will not have access to the Financial Ombudsman Service
or Financial Services Compensation scheme.
31 July 2015
14 May 2015
Announcement of 2015 half-year results
Share fraud and boiler rooms
Fraudsters use persuasive and high-pressure tactics to lure investors
into scams. Share scams are often run from “boiler rooms” where
fraudsters cold-call investors and offer to sell shares that turn out to
be worthless or non-existent, or to buy shares at an inflated price in
return for an upfront payment. While high profits are promised, if you
buy or sell shares in this way you will probably lose your money.
9.Think about getting independent financial and professional advice
before you hand over any money.
10.Remember: if it sounds too good to be true, it probably is!
For further information on how to protect yourself from share fraud,
visit www.scamsmart.fca.org.uk/.
Analysis of ordinary shareholders
Investor type
Number of holders
Percentage of holders
Percentage of shares held
Shareholdings
Private
Institutional
and other
Total
2,844
79.31%
0.96%
742
20.69%
99.04%
3,586
100%
100%
1–1,000
1,001–
50,000
50,001–
500,000
500,001+
2,813
78.45%
0.16%
608
16.95%
1.55%
107
2.98%
6.48%
58
1.62%
91.81%
156
Glossary of terms
8D
ABC
AGM
Boiler room
Capex
CE
CFD
CFO
CO2
CO2e
Code of
Conduct
Company
CRC
Deloitte LLP
DRIP
DSBP
DTR
EBITDA
EMEA
EPS
EU
FEC
Fluxes
FRC
FRS
FTSE 250
Group
GEC
HR
HSE
IAS
An eight-step Vesuvius methodology to resolve
customer, supplier and internal quality issues
Anti-bribery and corruption
A term for an approach by unscrupulous people
trying to buy/sell shares in worthless companies
Capital expenditure
Chief Executive
Computational Fluid Dynamics
Carbon dioxide
Carbon dioxide equivalent
The Vesuvius code of conduct emphasising the
Group’s commitment to legal and ethical behaviour
Vesuvius plc
UK Government’s Carbon Reduction Commitment
An audit firm, used for advice to the Remuneration
Committee and the Company
Dividend reinvestment plan
Deferred share bonus plan
The Disclosure and Transparency Rules of the
UK Financial Conduct Authority
Earnings before interest, tax, depreciation and
amortisation
Europe, Middle East and Africa
Earnings per share
European Union
Foundry Executive Committee
A range of powders used alongside refractory
products in the enclosed continuous casting
process for steel production
Financial Reporting Council
Financial Reporting Standards
Equity index whose constituents are the 101st to
350th largest companies listed on the London Stock
Exchange in terms of their market capitalisation
Vesuvius plc and its subsidiary companies
Human Resources
Health, Safety and the Environment
International Accounting Standard
IFRS
IA
IP
IR
ISO
ISO 14000
ISO 9001: 2008
KPI
LTC
LTI
LTIFR
LTIP
Median
NED
OEM
OHAS 18001
Ordinary share
QHSE
R&D
RCT
Scam
SIOPA
T3
The Code/UK
Code
Towers; Towers
Watson
TSR
Turbo.S
Turbo.Q
UK GAAP
WSA
International Financial Reporting Standards
The Investment Association
Intellectual property (for example, patents and
trademarks)
Investor Relations
International Standards Organisation
Internationally recognised series of standards
which specify the requirements for an environment
management system
Internationally recognised standard which specifies
the requirements for a quality management system
Key performance indicator
Ladle tube changer
Lost time injury
Lost time injury frequency rate, a KPI which
calculates the number of LTIs per million hours
worked
The middle number in a sorted list of numbers
Non-executive Director
Original Equipment Manufacture
Occupational Health and Safety Advisory Services
requirements for an OHS management system
An ordinary share of 10p in the capital of the
Company
Quality, Health, Safety and the Environment
Research and development
Robotic Casting Technology
To obtain money or other goods from somebody
by dishonest means
Safety Improvement Opportunity with Permanent
Corrective Action
Total tundish technology system
The UK Corporate Governance code, issued by the
Financial Reporting Council in September 2012
A third-party firm of remuneration consultants
used to advise the Remuneration Committee
Total shareholder return
The Vesuvius safety training programme
The Vesuvius quality training programme
UK Generally Accepted Accounting Principles
World Steel Association
Introduction to Vesuvius
Vesuvius is a global leader in molten metal flow engineering,
principally serving the steel and foundry industries.
We develop innovative and customised solutions, often
used in extremely demanding industrial environments,
which enable our customers to improve their
manufacturing processes, enhance product quality
and reduce energy consumption.
Our ultimate goal is to create value for our customers in
order to deliver sustainable, profitable growth and provide
our shareholders with a superior return on their investment,
whilst providing each of our employees with a safe
workplace where he or she is recognised, developed
and properly rewarded.
Strategic reporting:
See Strategy on p10-23
See KPIs on p32 and 33
See Business model on p10 and 11
See Risk management on p22 and 23
Find out more about Vesuvius at www.vesuvius.com
Forward-looking statements This Annual Report contains certain forward-looking statements with
respect to the operations, strategy, performance, financial condition, and growth opportunities of the
Vesuvius Group. By their nature, these statements involve uncertainty and are based on assumptions and
involve risks, uncertainties and other factors that could cause actual results and developments to differ
materially from those anticipated. The forward-looking statements reflect knowledge and information
available at the date of preparation of this Annual Report and, other than in accordance with its legal
and regulatory obligations, the Company undertakes no obligation to update these forward-looking
statements. Nothing in this Annual Report should be construed as a profit forecast.
Printed by CPI Colour – who are ISO14001 certified,
CarbonNeutral®, Alcohol Free and FSC® and PEFC Chain
of Custody certified.
This report is produced on Claro Bulk – an FSC Certified
material, which is manufactured using totally chlorine
free process, and from a sustainable supply FSC chain.
The inks used are vegetable oil based.
Designed and Produced by Friend. www.friendstudio.com
T +44 (0)20 7822 0000
www.vesuvius.com
Vesuvius plc Annual report and accounts 2014
Vesuvius plc
165 Fleet Street
London ec4a 2ae
VESUVIUS: black 85%
PLC: black 60%
Annual report and accounts 2014
VESUVIUS: black 85%
PLC: black 60%
VESUVIUS: white
PLC: black 20%
VESUVIUS: white
PLC: black 20%

Vesuvius plc Annual Report 2014

Transcription

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